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What changed in Welltower's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Welltower's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+558 added−499 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-12)

Top changes in Welltower's 2025 10-K

558 paragraphs added · 499 removed · 383 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

143 edited+69 added−33 removed281 unchanged
Biggest changeDepartment of Energy as an ENERGY STAR Partner of the Year for the sixth consecutive year and maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program, for the fourth consecutive year; • Maintained top 30% (3rd decile) ISS Quality Score ranking for each of Environment and Social • Named to the Bloomberg Gender-Equality Index for the sixth consecutive year; • Maintained Prime status under the ISS-ESG Corporate Rating for the sixth consecutive year; • Maintained GRESB Green Star status for the fourth consecutive year; and • Recognized for industry-leading governance practices, including #1 ranking from Green Street Advisors for Corporate Governance amongst all US REITs.
Biggest changeOur corporate responsibility and sustainability strategy is focused on adopting leading sustainability practices across our business and we were recognized for our leadership in this space over the past year in the following ways: • Maintained top 30% (3rd decile) ISS Quality Score ranking for each of Environment and Social; • Preserved Prime status under the ISS-ESG Corporate Rating for the seventh consecutive year; • Maintained GRESB Green Star status for the fifth consecutive year, earning 29 out of 30 possible points in the Management component; and • Recognized for industry-leading governance practices, including #1 ranking from Green Street Advisors for Corporate Governance amongst all US REITs.
Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases. In addition, such triple-net master leases often require our tenants to fund a minimum amount related to capital expenditures.
Our Triple-net properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases. In addition, such triple-net master leases often require our tenants to fund a minimum amount related to capital expenditures.
We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better performing properties and terminate the leasing arrangement with respect to poorer performing properties. This spreads our risk among the entire group of properties within the master lease.
We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better performing properties and terminate the leasing arrangement with respect to poorer performing properties. This bundling spreads our risk among the entire group of properties within the master lease.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K and our web address is included as an inactive textual reference only.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K and our web address is included as an inactive textual reference only.
Because our common stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we are or will continue to be a “domestically controlled qualified investment entity.” Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if: (1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and (2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.
Because our common stock is (and we anticipate, will continue to be) publicly traded, no assurance can be given that we are or will continue to be a “domestically controlled qualified investment entity.” Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if: (1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and 22 (2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.
In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would: • include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable; • be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain; • receive a credit or refund for the amount of tax deemed paid by it; and • increase the adjusted tax basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it.
In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would: 19 • include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable; • be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain; • receive a credit or refund for the amount of tax deemed paid by it; and • increase the adjusted tax basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it.
See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us” in “Item 1A – Risk Factors” below.
See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their 7 obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us” in “Item 1A – Risk Factors” below.
In general, dividends payable by REITs are not eligible for the reduced tax rate applicable to qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year).
In general, dividends payable by REITs are not eligible for the reduced tax rate applicable to qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid 20 tax on in the prior taxable year).
Though we nonetheless expect that 13 all such Subsidiary Partnerships will be required to operate in a manner consistent with the requirements for our qualification as a REIT, if a Subsidiary Partnership in which we own an interest but do not have control takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity.
Though we nonetheless expect that all such Subsidiary Partnerships will be required to operate in a manner consistent with the requirements for our qualification as a REIT, if a Subsidiary Partnership in which we own an interest but do not have control takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity.
In addition, the Medicare and Children’s Health Insurance Program Reauthorization Act of 2015 (“MACRA”) includes payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models like those required under MACRA, has the potential to produce funding disparities that could adversely impact some provider tenants in outpatient medical buildings and other healthcare properties.
In addition, the Medicare and Children’s Health Insurance 9 Program Reauthorization Act of 2015 (“MACRA”) includes payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models like those required under MACRA, has the potential to produce funding disparities that could adversely impact some provider tenants in outpatient medical buildings and other healthcare properties.
This may be a result of various factors, including, but not limited to: • the impact of macroeconomic and geopolitical developments, including economic downturns, elevated inflation and interest rates, political or social conflict, unrest or violence or similar events; • the status of capital markets, including availability and cost of capital; • issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements, public perception of the healthcare industry and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; • changes in financing terms; • competition within the healthcare and seniors housing industries; 27 • negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; • our ability to transition or sell properties with profitable results; • the failure to make new investments or acquisitions as and when anticipated; • natural disasters, public health emergencies and extreme weather affecting our properties; • our ability to re-lease space at similar rates as vacancies occur; • our ability to timely reinvest sale proceeds at similar rates to assets sold; • operator/tenant or joint venture partner bankruptcies or insolvencies; • the cooperation of joint venture partners; • government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; • liability or contract claims by or against operators/tenants; • unanticipated difficulties and/or expenditures relating to future investments or acquisitions; • environmental laws affecting our properties; • changes in rules or practices governing our financial reporting; • the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; • our approach to artificial intelligence ("AI"); • our ability to maintain our qualification as a REIT; • key management personnel recruitment and retention; and • the other risks and uncertainties described under “Item 1A — Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. 28
This may be a result of various factors, including, but not limited to: • the impact of macroeconomic and geopolitical developments, including economic downturns, elevated inflation and interest rates, political or social conflict, unrest or violence or similar events; • the status of capital markets, including availability and cost of capital; • issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements, public perception of the healthcare industry and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; • changes in financing terms; • competition within the healthcare and seniors housing industries; • negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; • our ability to transition or sell properties with profitable results; • the failure to make new investments or acquisitions as and when anticipated; • natural disasters, public health emergencies and extreme weather affecting our properties; 28 • our ability to re-lease space at similar rates as vacancies occur; • our ability to timely reinvest sale proceeds at similar rates to assets sold; • operator/tenant or joint venture partner bankruptcies or insolvencies; • the cooperation of joint venture partners; • government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; • liability or contract claims by or against operators/tenants; • unanticipated difficulties and/or expenditures relating to future investments or acquisitions; • environmental laws affecting our properties; • changes in rules or practices governing our financial reporting; • the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; • our approach to AI; • our ability to maintain our qualification as a REIT; • key management personnel recruitment and retention; and • the other risks and uncertainties described under “Item 1A — Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. 29
Funds are also allocated to each of our ENGs to make charitable contributions in support of their programming efforts. The Welltower Charitable Foundation will provide a 100% match of 6 employee donations to verified 501(c)(3) organizations, up to $2,500 per employee per calendar year. Additionally, the Foundation facilitates presentations for charities to compete in the Give-WELL campaign.
Funds are also allocated to each of our ENGs to make charitable contributions in support of their programming efforts. The Welltower Charitable Foundation will provide a 100% match of employee donations to verified 501(c)(3) organizations, up to $2,500 per employee per calendar year. Additionally, the Foundation facilitates presentations for charities to compete in the Give-WELL campaign.
Accordingly, there can be no assurance that 8 payments under a government healthcare program are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses. • Seniors Housing Facilities The majority of the revenues received by the operators of U.S. seniors housing facilities are from private pay sources.
Accordingly, there can be no assurance that payments under a government healthcare program are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses. • Seniors Housing Facilities The majority of the revenues received by the operators of U.S. seniors housing facilities are from private pay sources.
Despite qualifying as a REIT, we may be subject to U.S. federal income and excise tax as follows: • To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates; • If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate; • Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) will be subject to a 100% tax; • If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability; • If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding years, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; and 12 • We will be subject to a 100% tax on certain amounts from certain transactions involving our “taxable REIT subsidiaries” that are not conducted on an arm’s length basis.
Despite qualifying as a REIT, we may be subject to U.S. federal income and excise tax as follows: • To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates; • If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate; • Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) will be subject to a 100% tax; • If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability; • If we fail to distribute during each year at least the sum of (i) 85% of our REIT ordinary income for the year, (ii) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (iii) any undistributed taxable income from preceding years, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; and • We will be subject to a 100% tax on certain amounts from certain transactions involving our “taxable REIT subsidiaries” that are not conducted on an arm’s length basis.
A publicly traded partnership will not, however, be treated as a corporation for any taxable year if 90% or more of the partnership’s gross 25 income for such year consists of certain passive-type income, including (as may be relevant here) real property rents, gains from the sale or other disposition of real property, interest and dividends (the “90% Passive Income Exception”).
A publicly traded partnership will not, however, be treated as a corporation for any taxable year if 90% or more of the partnership’s gross income for such year consists of certain passive-type income, including (as may be relevant here) real property rents, gains from the sale or other disposition of real property, interest and dividends (the “90% Passive Income Exception”).
Except as noted below with respect to a corporate entity that operates a healthcare or lodging facility, we and any taxable corporate entity in which we own an interest, directly or indirectly, are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.” Certain of our subsidiaries have elected or will elect taxable REIT subsidiary status.
Except as noted below with respect to a corporate entity that operates a healthcare or lodging facility, we and any taxable corporate entity in which we own an interest, directly or indirectly, are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.” 16 Certain of our subsidiaries have elected or will elect taxable REIT subsidiary status.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules. 25 Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP.
(and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable); or 23 • the non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition and certain other requirements are met.
(and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable); or • the non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition and certain other requirements are met.
To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated as dividend income for certain non-U.S. holders.
To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. 21 However, such excess distributions may be treated as dividend income for certain non-U.S. holders.
(and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
(and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (ii) the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
In addition, this discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the debt securities is sold to the public for cash). 22 U.S. Holders Payments of Interest.
In addition, this discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the debt securities is sold to the public for cash). U.S. Holders Payments of Interest.
We also face competition from other healthcare facilities for tenants, such as physicians and other healthcare providers that provide comparable facilities and services. 5 For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
We also face competition from other healthcare facilities for tenants, such as physicians and other healthcare providers that provide comparable facilities and services. For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S.
Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (i) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S.
For purposes of determining whether a REIT is a 21 “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person.
For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person.
The costs to a business such as ours or to an operator of a healthcare property associated with developing and maintaining programs and systems to comply with data privacy and security laws, defending against privacy and security related claims or enforcement actions and paying any assessed fines, can be substantial.
The costs to a business such as ours or to an operator of a healthcare property associated with developing and maintaining programs and systems to comply with applicable data privacy and security laws, defending against privacy and security related claims or enforcement actions and paying any assessed fines, can be substantial.
The results described in this paragraph with respect to the recognition of built-in gain assume that the “C” corporation did not make and was not treated as making an election to treat the built-in gain assets as sold to an unrelated party on the date they were acquired by us.
The results described in this paragraph with respect to the recognition of built-in gain assume that the “C” corporation did not make and was not treated as making an election to treat the built-in gain 13 assets as sold to an unrelated party on the date they were acquired by us.
Under certain circumstances, including in the event of a deficiency determined by the IRS, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year.
Under certain circumstances, including in the event of a deficiency determined by the IRS, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, 17 which may be included in our deduction for distributions paid for the earlier year.
Basis in Partnership Interest Our adjusted tax basis in a partnership interest generally is equal to: • the amount of cash and the adjusted tax basis of any other property contributed (or deemed contributed) by us to the partnership, • increased by our allocable share of the partnership’s income, and • reduced, but not below zero, by ◦ our allocable share of the partnership’s loss, and ◦ the amount of cash and the basis of any property distributed (or deemed distributed) to us.
Basis in Partnership Interest Our adjusted tax basis in a partnership interest generally is equal to: 27 • the amount of cash and the adjusted tax basis of any other property contributed (or deemed contributed) by us to the partnership, • increased by our allocable share of the partnership’s income, and • reduced, but not below zero, by ◦ our allocable share of the partnership’s loss, and ◦ the amount of cash and the basis of any property distributed (or deemed distributed) to us.
Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements or to cover settlements made to payors. ◦ Medicare Reimbursement Generally, long-term/post-acute care facilities are reimbursed by Medicare under prospective payment systems, which generally provide reimbursement based on a predetermined fixed amount per episode of care and are updated by the Centers for Medicare and Medicaid Services ("CMS"), an agency of the Department of Health and Human Services (“HHS”) annually.
Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements or to cover settlements made to payors. ◦ Medicare Reimbursement Generally, long-term/post-acute care facilities are reimbursed by Medicare under prospective payment systems, which generally provide reimbursement based on a predetermined fixed amount per episode of care and are updated by the Centers for Medicare and Medicaid Services (“CMS”), an agency of the Department of Health and Human Services (“HHS”) annually.
See “Income Tests” and “Asset Tests.” In addition, any change in Welltower OP’s or a Subsidiary Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution.
See “Income Tests” and “Asset Tests.” 26 In addition, any change in Welltower OP’s or a Subsidiary Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution.
Any gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss.
Any gain or loss generally will be capital gain or loss and will be long- 23 term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss.
The Welltower Charitable Foundation (the "Foundation") financially supports charitable initiatives related to aging, healthcare, the environment, education and the arts. We encourage our employees to give back to the community by matching their contributions and donating their time to eligible charitable organizations.
The Welltower Charitable Foundation (the “Foundation”) financially supports charitable initiatives related to aging, healthcare, the environment, education and the arts. We encourage our employees to give back to the community by matching their contributions and donating their time to eligible charitable organizations.
For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including 15 disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the Internal Revenue Service ("IRS") that describes the non-qualifying assets.
For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the Internal Revenue Service (“IRS”) that describes the non-qualifying assets.
Amenities vary, but may include enhanced security, specialized design features and memory-enhancing therapies that promote relaxation and help slow cognitive decline. Care Homes with or without Nursing (U.K.) Care homes without nursing, regulated by the Care Quality Commission ("CQC”), are rental properties that provide essentially the same services as U.S. assisted living.
Amenities vary, but may include enhanced security, specialized design features and memory-enhancing therapies that promote relaxation and help slow cognitive decline. Care Homes with or without Nursing (U.K.) Care homes without nursing, regulated by the Care Quality Commission (“CQC”), are rental properties that provide essentially the same services as U.S. assisted living.
In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such class of stock is “regularly traded” and the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (1).
In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (i) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (ii) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (i), unless such class of stock is “regularly traded” and the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (i).
Although, by its terms, the Corporate AMT is not applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs. The IRS has issued several notices indicating its intention to propose regulations providing guidance regarding the Corporate AMT and issuing certain interim rules on which taxpayers may rely.
Although, by its terms, the Corporate AMT is not applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs. The IRS has proposed regulations and issued several notices indicating its intention to propose further regulations providing guidance regarding the Corporate AMT and issuing certain interim rules on which taxpayers may rely.
It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.
It is not now 15 possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.
Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S. generally will not be subject to U.S. federal income tax or withholding, provided that: • the non-U.S. holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the profits or capital in Welltower OP; • the non-U.S. holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and • either (1) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a U.S. person and provides its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a U.S. person and provides the applicable withholding agent with a copy of such statement; or (3) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning of the applicable Treasury Regulations) and certain conditions are satisfied.
Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S. generally will not be subject to U.S. federal income tax or withholding, provided that: • the non-U.S. holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the profits or capital in Welltower OP; • the non-U.S. holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and • either (i) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a U.S. person and provides its name and address; (ii) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a U.S. person and provides the applicable withholding agent with a copy of such statement; or (iii) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning of the applicable Treasury Regulations) and certain conditions are satisfied.
In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation: • U.S. expatriates and former citizens or long-term residents of the U.S.; • U.S. holders (as defined below) whose functional currency is not the U.S. dollar; • persons holding stock or debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; • banks, insurance companies and other financial institutions; • REITs or regulated investment companies; • brokers, dealers or traders in securities; • “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; • S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); • tax-exempt organizations or governmental organizations; • persons subject to special tax accounting rules as a result of any item of gross income with respect to stock or debt securities being taken into account in an applicable financial statement; • persons deemed to sell stock or debt securities under the constructive sale provisions of the Code; and • persons who hold or receive our stock pursuant to the exercise of any employee stock option or otherwise as compensation. 17 THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE.
In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation: • U.S. expatriates and former citizens or long-term residents of the U.S.; • U.S. holders (as defined below) whose functional currency is not the U.S. dollar; • persons holding stock or debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; • banks, insurance companies and other financial institutions; • REITs or regulated investment companies; • brokers, dealers or traders in securities; • “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; • S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); • tax-exempt organizations or governmental organizations; • persons subject to special tax accounting rules as a result of any item of gross income with respect to stock or debt securities being taken into account in an applicable financial statement; • persons deemed to sell stock or debt securities under the constructive sale provisions of the Code; and • persons who hold or receive our stock pursuant to the exercise of any employee stock option or otherwise as compensation.
Triple-net Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer's/dementia care and care homes with or without nursing (U.K.) described above, as well as long-term/post-acute care.
Triple-net Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer’s/dementia care and care homes with or without nursing (U.K.) as each is described above, as well as long-term/post-acute care.
Each of the 10% vote test, the 10% value test and the 20% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value-related tests are not satisfied due to changes in the value of the assets of a REIT.
Each of the 10% vote test, the 10% value test and the 25% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value-related tests are not satisfied due to changes in the value of the assets of a REIT.
We have undertaken an initial assessment, which determined we will meet the transitional safe harbor for the year ended December 31, 2024. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.
We have undertaken an initial assessment, which determined we will meet the transitional safe harbor for the year ended December 31, 2025. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.
Accounting Standards Codification Topic 810, "Consolidations," requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance. For investments in joint ventures, U.S.
Accounting Standards Codification Topic 810, “Consolidations,” requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance. For investments in joint ventures, U.S.
Portfolio of Properties Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2024.
Portfolio of Properties Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2025.
In addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to healthcare fraud and abuse, including, but not limited to, the federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”) and the federal False Claims Act (“FCA”), as well as comparable state laws.
In addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to healthcare fraud and abuse, including, but not limited to, the federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”), the Civil Monetary Penalties Act, and the federal False Claims Act (“FCA”), as well as comparable state laws.
If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S.
If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the U.S.
If these relief provisions apply, a 100% tax is imposed on an amount equal to (1) the gross income attributable to (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test and (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability.
If these relief provisions apply, a 100% tax is imposed on an amount equal to (i) the gross income attributable to (a) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test and (b) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test, multiplied by (ii) a fraction intended to reflect our profitability.
If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not 10% Value Excluded Securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.
If a REIT, or its taxable REIT subsidiary, holds (i) straight debt securities of a corporate or partnership issuer and (ii) securities of such issuer that are not 10% Value Excluded Securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.
There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may be set below the costs to provide certain items and services. The HHS Office of Inspector General ("OIG") has released recommendations to address skilled nursing facility ("SNF") billing practices and Medicare payment rates, which may impact our tenants and operators.
There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may be set below the costs to provide certain items and services. The HHS Office of Inspector General (“OIG”) has released recommendations to address skilled nursing facility (“SNF”) billing practices and Medicare payment rates, which may impact our tenants and operators.
In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits and will not be eligible for the 20% deduction under Section 199A of the Code applicable to certain non-corporate shareholders, including individuals, prior to January 1, 2026.
In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits and will not be eligible for the 20% deduction under Section 199A of the Code applicable to certain non-corporate shareholders, including individuals.
Further, any debt instrument issued by a partnership that is not a 10% Value Excluded Security will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest as a partner in the partnership or (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test.
Further, any debt instrument issued by a partnership that is not a 10% Value Excluded Security will not be a security for purposes of applying the 10% value test (i) to the extent of the REIT’s interest as a partner in the partnership or (ii) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test.
Federal and state authorities have considered and implemented and may continue seeking to implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact healthcare property operations. Likewise, third-party payors may continue imposing greater controls on operators, including through changes in reimbursement rates and fee structures.
Reimbursement The reimbursement methodologies applied to healthcare facilities continue to evolve. Federal and state authorities have considered and implemented and may continue seeking to implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact healthcare property operations. Likewise, third-party payors may continue imposing greater controls on operators, including through changes in reimbursement rates and fee structures.
We cannot predict whether the existing Health Reform Laws, the results of the 2024 Presidential and Congressional elections and potential subsequent developments, or future healthcare reform legislation, executive orders or regulatory changes, will have a material impact on our operators’ or tenants’ property or business. In addition, on June 28, 2024, the U.S.
We cannot predict whether the existing Health Reform Laws, the results of the 2026 Congressional elections and potential subsequent developments, or future healthcare reform legislation, executive orders or regulatory changes, will have a material impact on our operators’ or tenants’ property or business. In addition, in 2024, the U.S.
Specifically, a 30% withholding tax may be imposed on dividends on stock of the Company, 24 interest on debt securities of the Company or Welltower OP, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.
Specifically, a 30% withholding tax may be imposed on dividends on stock of the Company, interest on debt securities of the Company or Welltower OP, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.
This summary is based on current U.S. federal income tax laws. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary.
Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary.
An organization will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it (1) is treated as a partnership under Treasury regulations relating to entity classification (the “check-the-box regulations”) and (2) is not a “publicly traded partnership” taxable as a corporation.
An organization will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it (i) is treated as a partnership under Treasury regulations relating to entity classification (the “check-the-box regulations”) and (ii) is not a “publicly traded partnership” taxable as a corporation.
Before you purchase our securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, non-U.S. and other tax consequences of acquiring, owning and selling our securities. General Prior to the reorganization on April 1, 2022, whereby the company formerly known as Welltower Inc.
Before you purchase our securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, non-U.S. and other tax consequences of acquiring, owning and selling our securities. General On April 1, 2022, the company formerly known as Welltower Inc.
These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect.
These relief provisions generally will be available if (i) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (ii) the failure to meet such tests was due to reasonable cause and not due to willful neglect.
For purposes of this discussion, a “U.S. holder” is a beneficial owner of stock of the Company or debt securities of the Company or Welltower OP that, for U.S. federal income tax purposes, is or is treated as: • an individual who is a citizen or resident of the U.S.; • an entity classified as a corporation for U.S. federal income tax purposes and created or organized under the laws of the U.S., any state thereof or the District of Columbia; • an estate the income of which is subject to U.S. federal income tax regardless of its source; or • a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY. 18 For purposes of this discussion, a “U.S. holder” is a beneficial owner of stock of the Company or debt securities of the Company or Welltower OP that, for U.S. federal income tax purposes, is or is treated as: • an individual who is a citizen or resident of the U.S.; • an entity classified as a corporation for U.S. federal income tax purposes and created or organized under the laws of the U.S., any state thereof or the District of Columbia; • an estate the income of which is subject to U.S. federal income tax regardless of its source; or • a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
In addition to the relief described above under “Income Tests” and “Asset Tests,” statutory relief is available in the event that we violate a provision of the Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “Income Tests” or “Asset Tests” above.
In addition to the relief described above under “Income Tests” and “Asset Tests,” statutory relief is available in the event that we violate a provision of the Code that would result in our failure to qualify as a REIT if: (i) the violation is due to reasonable cause and not due to willful neglect; (ii) we pay a penalty of $50,000 for each failure to satisfy the provision; and (iii) the violation does not include a violation described under “Income Tests” or “Asset Tests” above.
Further, operators of long-term care facilities are required to have in place compliance and ethics programs that meet the requirements of federal laws and regulations.
Further, healthcare providers, including operators of long-term care facilities are required to have in place compliance and ethics programs that meet the requirements of federal laws and regulations.
In addition, states may also have separate false claims acts, which, among other things, generally prohibit healthcare providers from filing false claims or making false statements to receive payments. Federal and state FCAs contain "whistleblower" provisions that permit private individuals to bring healthcare fraud enforcement claims on behalf of the government.
In addition, states may also have separate false claims acts, which, among other things, generally prohibit healthcare providers from filing false claims or making false statements to receive payments. Federal and state FCAs contain “whistleblower” provisions that permit private individuals to bring healthcare fraud enforcement claims on behalf of the government, known as qui tam provisions.
Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, 2024 and are often credit enhanced by security deposits, guarantees and/or letters of credit. Our Outpatient Medical segment accounted for 10%, 11% and 12% of total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively.
Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of eight years at December 31, 2025 and are often credit enhanced by security deposits, guarantees and/or letters of credit. Our Outpatient Medical segment accounted for 7%, 10% and 11% of total revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively.
In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.
In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.
Moreover, such costs could have a material adverse effect on the ability of an operator to meet its obligations to us. Finally, data privacy and security laws and regulations continue to develop, including with regard to HIPAA and U.S. state privacy laws governing consumer personal data and consumer health data.
Moreover, such costs could have a material adverse effect on the ability of an operator to meet its obligations to us. Finally, data privacy and security laws and regulations continue to develop, including with regard to HIPAA, privacy and security standards enforced by the Federal Trade Commission, and U.S. state privacy laws governing consumer personal data and consumer health data.
The sustainability team is embedded within our asset management team, enabling them to create project scopes and specifications for energy saving component replacements and upgrades within our normal replacement schedules and when the economic benefits of the additional investment is optimized.
The sustainability team is embedded within our asset management team, enabling them to create project scopes and specifications for energy saving component replacements and upgrades within our normal replacement schedules and when the economic benefits of the additional investment is optimized. We value and are committed to our employees.
This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and non-U.S. corporations and persons who are not citizens or residents of the U.S.).
This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and non-U.S. corporations and persons who are not citizens or residents of the U.S.). 12 This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or other circumstances.
See risk factor "We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business results of operations and financial condition" in "Item 1A - Risk Factors" below. Licensing and Certification The primary regulations that affect seniors housing facilities are state licensing and certification laws.
See risk factor “We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business results of operations and financial condition” in “Item 1A - Risk Factors” below. Licensing and Certification The primary regulations that affect seniors housing facilities are state licensing and certification laws.
Seniors apartments generally do not offer other additional services such as meals. Independent Living and Independent Supportive Living (Canada) Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation, social and recreational activities.
Independent Living and Independent Supportive Living (Canada) Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation, social and recreational activities.
("Old Welltower"), became a wholly owned subsidiary of WELL Merger Holdco Sub Inc. in a transaction intending to qualify as a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”).
(“Old Welltower”), became a wholly-owned subsidiary of WELL Merger Holdco Sub Inc. in a transaction intending to qualify as a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code” and the “Reorganization”).
Certain items are excluded from the 10% value test, including: (1) straight debt securities meeting certain requirements; (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any subdivision thereof, the District of Columbia, a non-U.S. government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“10% Value Excluded Securities”).
Certain items are excluded from the 10% value test, including: (i) straight debt securities meeting certain requirements; (ii) any loan to an individual or an estate; (iii) any rental agreement described in Section 467 of the Code, other than with a “related person”; (iv) any obligation to pay rents from real property; (v) certain securities issued by a state or any subdivision thereof, the District of Columbia, a non-U.S. government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (vi) any security issued by a REIT; and (vii) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“10% Value Excluded Securities”).
A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. 24 Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.
FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S.
Seniors Housing Operating Our Seniors Housing Operating properties include seniors apartments, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and include care homes with or without nursing (U.K.), which assist with activities of daily living that preserve a person's mobility and social systems to promote cognitive engagement.
Seniors Housing Operating Our Seniors Housing Operating properties include wellness housing, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer’s/dementia care and include care homes with or without nursing (U.K.), and are focused on assisting with activities of daily living that preserve a person’s mobility and providing social systems to promote cognitive engagement.
Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existing facility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility or (5) terminating services that have been previously approved through the CON process.
Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (i) constructing a new facility, (ii) adding beds or expanding an existing facility, (iii) investing in major capital equipment or adding new services, (iv) changing the ownership or control of an existing licensed facility or (v) terminating services that have been previously approved through the CON process.
As of December 31, 2024, we had outstanding loans, net of allowances, of $2,027,586,000 with an interest yield of approximately 10.3% per annum. Our yield on loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments.
As of December 31, 2025, we had outstanding loans, net of allowances, of $2,082,265,000 with an interest yield of approximately 8.9% per annum. Our yield on loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments.
Prospective investors should consult their tax advisors regarding the U.S. federal income tax consequences of a redemption or repurchase of our stock. 19 If a redemption or repurchase of shares of our stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “Dispositions of Our Stock.” Tax Rates Currently, the maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2) “qualified dividend income” generally is 20%.
If a redemption or repurchase of shares of our stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “Dispositions of Our Stock.” Tax Rates Currently, the maximum tax rate for non-corporate taxpayers for (i) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (ii) “qualified dividend income” generally is 20%.
Property Types We invest in seniors housing and healthcare real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements.
Property Types We predominantly invest in seniors housing, wellness housing and post-acute care communities and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements.
Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, which would permit us to still treat rents received with respect to the property as rent from real property. 14 The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales or by reason of being based on the income or profits of a debtor which derives substantially all of its income with respect to the property securing such debt from the leasing of substantially all of such property to tenants, to the extent that the rents paid by the tenants would qualify as rents from real property if the Company earned such amounts directly.
The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales or by reason of being based on the income or profits of a debtor which derives substantially all of its income with respect to the property securing such debt from the leasing of substantially all of such property to tenants, to the extent that the rents paid by the tenants would qualify as rents from real property if the Company earned such amounts directly.
Further, no more than 20% of our total assets may be represented by securities of one or more taxable REIT subsidiaries (the “20% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer (the “5% asset test”) other than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary.
Further, no more than 25% (20% for taxable years beginning before January 1, 2026) of our total assets may be represented by securities of one or more taxable REIT subsidiaries (the “25% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer (the “5% asset test”) other than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) operators and tenants could experience deteriorating financial conditions and be unable or unwilling to pay payments to us on time and in full; (ii) we may have to restructure operators' or tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) we may experience increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which introduce additional operational risks including cybersecurity risks; (iv) increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees during periods of widespread illness like at the height of the COVID-19 pandemic including labor shortages resulting from macroeconomic trends; and (v) costs of development including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.
Biggest changeIn addition, a future epidemic, pandemic, widespread illness or public health crisis could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents or see a reduction in occupancy, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results. 34 The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) operators and tenants could experience deteriorating financial conditions and be unable or unwilling to make payments to us on time and/or in full; (ii) we may have to restructure operators’ or tenants’ obligations and may not be able to do so on terms that are favorable to us; (iii) we may experience increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which introduce additional operational risks including cybersecurity risks; (iv) increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees, including labor shortages, during periods of widespread illness like at the height of the COVID-19 pandemic; and (v) costs of development including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.
These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties.
These restrictions may limit our ability to timely sell or exchange properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties.
These factors may lead to an increase of our and our operators' or tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property.
These factors may lead to an increase in our and our operators’ or tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property.
Our ongoing efforts to comply with privacy and data protection laws, as well as initiatives to comply with new legal regulations relating to privacy, data protection and AI, impose significant costs and challenges that are likely to increase over time. AI solutions and features may become more important to our operations or to our future growth over time.
Our ongoing efforts to comply with privacy and data protection laws, as well as initiatives to comply with new legal regulations relating to privacy, data protection and AI, impose significant costs and challenges that are likely to increase over time. AI solutions and features may become more important to our operations or to our future growth.
The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager, or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons.
The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in their bankruptcy or insolvency, or that a tenant, operator, borrower, manager or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons.
Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
Any downgrades in terms of ratings or outlook by any or 43 all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property.
These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the 40 government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property.
As a result, we face operational risks related to, among other things, fluctuations in occupancy experienced during the normal course of business; Medicare and Medicaid reimbursement, if applicable and private pay rates; economic conditions; labor and employment matters (including increases in the cost of labor for us or our operators or tenants); competition; compliance with federal, state, local and industry-regulated licensure, certification, inspection, fraud and abuse, reimbursement, data privacy, cybersecurity and other laws, regulations and standards, as applicable; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and litigation involving our properties or 30 residents/patients.
As a result, we face operational risks related to, among other things, fluctuations in occupancy experienced during the normal course of business; Medicare and Medicaid reimbursement, if applicable, and private pay rates; economic conditions; labor and employment matters (including increases in the cost of labor for us or our operators or tenants); competition; compliance with federal, state, local and industry-regulated licensure, certification, inspection, fraud and abuse, reimbursement, data privacy, cybersecurity and other laws, regulations and standards, 31 the availability and cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and litigation involving our properties or residents/patients.
Our tenants, operators and managers may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require 34 the same levels of insurance coverage under our lease, management, and other agreements, which could adversely affect us in the event of a significant uninsured loss.
Our tenants, operators and managers may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require the same levels of insurance coverage under our lease, management and other agreements, which could adversely affect us in the event of a significant uninsured loss.
In the event such termination occurs mid-construction, we would likely need to engage a new service provider, which could result in additional costs and delays as the transition between providers occurs. 37 The above-described factors could result in increased costs or our abandonment of these projects.
In the event such termination occurs mid-construction, we would likely need to engage a new service provider, which could result in additional costs and delays as the transition between providers occurs. The above-described factors could result in increased costs or our abandonment of these projects.
There is a risk that AI tools used by us or by our business partners could produce inaccurate or unexpected results or behaviors that could harm our reputation, business, customers or stakeholders. Our 40 competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do.
There is a risk that AI tools used by us or by our business partners could produce inaccurate or unexpected results or behaviors that could harm our reputation, business, customers or stakeholders. Our competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do.
A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or 33 delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies.
A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies.
Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators and managers in certain states regarding employee and 36 government requirements concerning wage and hour claims and fair housing complaints, as well as class action lawsuits related to staffing and care.
Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators and managers in certain states regarding employee and government requirements concerning wage and hour claims and fair housing complaints, as well as class action lawsuits related to staffing and care.
Elevated interest rates, or future interest rate increases, could have a material adverse effect on our cost of capital, and our decision to hedge against interest rate risk might not be effective Elevated interest rates, or future increases in interest rates, could further increase interest cost on new and existing variable-rate debt.
Elevated interest rates, or future interest rate increases, could have a material adverse effect on our cost of capital, and our decision to hedge against interest rate risk might not be effective Elevated interest rates, or future increases in interest rates, could further increase interest costs on new and existing variable-rate debt.
Although we have the right to terminate any of our management agreements, whether upon the occurrence of certain events or for no cause, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective.
Although we have the right to terminate many of our management agreements, whether upon the occurrence of certain events or for no cause, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective.
A bank failure or other event affecting financial institutions could lead to disruptions in our or our tenants', operators' and borrowers' access to bank deposits or borrowing capacity, including access to letters of credit from certain of our tenants relating to lease obligations.
A bank failure or other event affecting 39 financial institutions could lead to disruptions in our or our tenants’, operators’ and borrowers’ access to bank deposits or borrowing capacity, including access to letters of credit from certain of our tenants relating to lease obligations.
Non-compliance or alleged non-compliance with laws, contractual agreements or industry standards could result in scrutiny or proceedings against us by governmental entities, regulators, our business partners, residents of our communities, data subjects, suppliers, vendors, or other parties.
Non-compliance or alleged non-compliance with laws, contractual agreements or industry 41 standards could result in scrutiny or proceedings against us by governmental entities, regulators, our business partners, residents of our communities, data subjects, suppliers, vendors or other parties.
In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost recovery generally available to an owner of property.
In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost 45 recovery generally available to an owner of property.
Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other healthcare providers that provide comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, clinical conditions and safety, including as a result of any widespread illness or epidemic, consumer confidence in and public perception about such healthcare services and financial condition, physical appearance of the properties, price and location.
Increased competition and oversupply may affect our operators’ and managers’ ability to meet their obligations to us The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other healthcare providers that provide comparable services for residents and patients, including on the basis of 32 the scope and quality of care and services provided, clinical conditions and safety, including as a result of any widespread illness or epidemic, consumer confidence in and public perception about such healthcare services and the perceived financial condition, physical appearance, price and location of the properties.
If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and/or renew those leases upon expiration, which could have a material adverse effect on us.
If so, this could adversely affect these tenants’ 37 ability and willingness to comply with the terms of their leases with us and/or renew those leases upon expiration, which could have a material adverse effect on us.
Such cyber incidents can range from individual attempts to gain unauthorized access to our or our business partners' information technology systems to more sophisticated security threats and may be specifically targeted to our business or more general industry wide risks.
Such cyber incidents can range from individual attempts to gain unauthorized access to our or our business partners’ information technology systems to more sophisticated security threats and may be specifically targeted at our business or more general industry wide risks.
Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or 43 other liquid assets to meet the 90% distribution requirement.
Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement.
Welltower exercises exclusive control over Welltower OP, including the authority to cause Welltower OP to make distributions, subject to certain limited approval and voting rights of Welltower OP's other members as described in the Limited Liability Agreement.
Welltower exercises exclusive control over Welltower OP, including the authority to cause Welltower OP to make distributions, subject to 42 certain limited approval and voting rights of Welltower OP’s other members as described in the Limited Liability Agreement.
The tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes Any net income of a REIT from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) is subject to a 100% tax, unless certain safe harbor exceptions apply.
The tax imposed on any net income from “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes Any net income of a REIT from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) is subject to a 100% tax, unless certain safe harbor exceptions apply.
Our approach to AI presents risks and challenges that can impact our business and could adversely affect our business AI presents risks and challenges that could impact our business, including perceived breaches or privacy or security incidents related to the use of AI.
Our approach to AI presents risks and challenges that can adversely impact our business AI presents risks and challenges that could impact our business, including perceived breaches or privacy or security incidents related to the use of AI.
Such laws may be 39 interpreted and applied differently depending on the jurisdiction and continue to evolve, making it difficult to predict how they may develop and apply to us.
Such laws may be interpreted and applied differently depending on the jurisdiction and continue to evolve, making it difficult to predict how they may develop and apply to us.
We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace operators if our management agreements are terminated or not renewed We are party to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties.
We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace operators if our management agreements are terminated or not renewed We are party to management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties.
In addition, we may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction and lease-up of a property on budget and on schedule, which could result in increased debt service expense or construction costs.
In addition, we may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction and lease-up of a property on budget and on schedule, which could result in increased debt service expenses or construction costs.
We and our operators and managers are subject to numerous such laws and regulations governing the protection of personal and confidential information of our clients, residents and/or employees, including U.S. federal and state laws (including the California Consumer Privacy Act and HIPAA) and non-U.S. laws, such as the U.K. General Data Protection Regulation ("GDPR") and the E.U.
We and our operators and managers are subject to numerous such laws and regulations governing the protection of personal and confidential information of our clients, residents and/or employees, including U.S. federal and state laws (including the California Consumer Privacy Act and HIPAA) and non-U.S. laws, such as the U.K. General Data Protection Regulation (“GDPR”) and the E.U.
Risks Arising from Our Status as a REIT As a result of our status as a REIT, we are exposed to risks, including those related to: • our ability to remain qualified as a REIT; • Welltower OP's ability to maintain status of a partnership; • the ability of our subsidiaries to qualify as a REIT; • the impact of tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes; • the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions; • our limited ability to use taxable REIT subsidiaries under the Code; • special requirements applicable to the lease of qualified healthcare properties to a taxable REIT subsidiary; • tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases"; • changes in our tax rate or exposure to additional tax liabilities; and • the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 and the proposed regulations thereunder.
Risks Arising from Our Status as a REIT As a result of our status as a REIT, we are exposed to risks, including those related to: • our ability to remain qualified as a REIT; • Welltower OP’s ability to maintain status of a partnership; • the ability of our subsidiaries to qualify as a REIT; • the impact of tax imposed on any net income from “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes; • the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions; • our limited ability to use taxable REIT subsidiaries under the Code; • special requirements applicable to the lease of qualified healthcare properties to a taxable REIT subsidiary; • tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases“; • changes in our tax rate or exposure to additional tax liabilities; and • the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 and the proposed regulations thereunder.
As a result, if a liability were asserted against us based on ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.
As a result, if a liability were asserted against us based on ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flows.
We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business, including, in each case, as a result of downturns in local economies, changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties or regional climate events.
We could encounter unanticipated difficulties and expenditures relating to acquired properties, including contingent liabilities and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business, including, in each case, as a result of downturns in local economies, changes in local real estate conditions, changing demographics, increased construction costs, decreased demand for our properties or regional climate events.
Risks Arising from Our Business: Our business model and the operations of our business involve risks, including those related to: • operational and legal risks with respect to our properties; • the ability of operators and tenants to make payments to us; • investments in and acquisitions of healthcare and seniors housing properties; • unknown liability exposure related to acquired properties; • competition for acquisitions may result in increased prices; • our joint venture partners; • our ability to replace our managers on a timely and successful basis; • the impacts of severe cold and flu seasons or other widespread illnesses or public health crises and government reaction thereto, on occupancy; • the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors; • ownership of property outside the U.S.; • our ability to lease or sell properties on favorable terms; • tenant, operator and manager insurance coverage; • loss of properties owned through ground leases upon breach or termination of the ground leases; • requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding; • controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay; • our operators’ or tenants’ failure to comply with federal, state, province, local and industry-regulated licensure, certification and inspection laws, regulations and standards; • unfavorable resolution of pending and future litigation matters and disputes; • development, redevelopment and construction; • bank failures or other events affecting financial institutions; • losses caused by severe weather conditions, natural disasters or the physical effects of climate change; • costs incurred to remediate environmental contamination at our properties; • our reliance on data and technology systems and the increasing risks of cybersecurity incidents; 29 • evolving privacy regulations; • Sustainability-related laws, regulations, commitments and stakeholder expectations; • our approach to AI; • negative publicity regarding the healthcare industry; • our dependence on key personnel; and • Welltower's holding company status.
Risks Arising from Our Business: Our business model and the operations of our business involve risks, including those related to: • operational and legal risks with respect to our properties; • the ability of operators and tenants to make payments to us; • investments in and acquisitions of healthcare and seniors housing properties; • unknown liability exposure related to acquired properties; • competition for acquisitions may result in increased prices; • divestitures may materially affect our financial condition, results of operations, or cash flows • our joint venture partners; • our ability to replace our managers on a timely and successful basis; • the impacts of severe cold and flu seasons or other widespread illnesses or public health crises and the government’s reaction thereto, on occupancy; • the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors; • ownership of property outside the U.S.; • changes in legislation affecting REITs; • our ability to lease or sell properties on favorable terms; • tenant, operator and manager insurance coverage; • loss of properties owned through ground leases upon breach or termination of the ground leases; • requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding; • controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay; • our operators’ or tenants’ failure to comply with federal, state, province, local and industry-regulated licensure, certification and inspection laws, regulations and standards; • unfavorable resolution of pending and future litigation matters and disputes; • development, redevelopment and construction; • bank failures or other events affecting financial institutions; • losses caused by severe weather conditions, natural disasters or the physical effects of climate change; 30 • sustainability-related laws, regulations, commitments and stakeholder expectations; • costs incurred to remediate environmental contamination at our properties; • our reliance on data and technology systems and the increasing risks of cybersecurity incidents; • evolving privacy regulations; • our approach to AI; • negative publicity regarding the healthcare industry; • our dependence on key personnel; and • Welltower’s holding company status.
Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the decline of commercial real estate as a result of elevated interest rates, inflation and depressed property values across sectors. No assurances can be given that we will recognize full value for any property that we are required to sell.
Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the decline of commercial real estate as a result of elevated interest rates, continued inflation and depressed property values across sectors. No assurance can be given that we will recognize full value for any property that we are required to sell.
In addition, if a partial or total federal government shutdown were to occur for a prolonged period of time, federal government payment obligations, including its obligations under Medicaid and Medicare, may be delayed. Similarly, if state government shutdowns were to occur, state payment obligations may be delayed.
In addition, if a partial or total federal government shutdown were to occur for a prolonged period, federal government payment obligations, including its obligations under Medicaid and Medicare, may be delayed. Similarly, if state government shutdowns were to occur, state payment obligations may be delayed.
If the operations, cash flows 35 or financial condition of our operators, managers and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well.
If the operations, cash flows or financial condition of our operators, managers and tenants are materially adversely impacted by the Health Reform Laws, OBBBA or future legislation, our revenue and operations may be adversely affected as well.
Losing any key personnel could, at least temporarily, have a material adverse effect on our business and that of our operators' and managers' financial position and results of operations.
Losing any key personnel could, at least temporarily, could have a material adverse effect on our business and that of our operators’ and managers’ financial positions and results of operations.
Longstanding international norms that determine each country's jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from us, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest.
Additionally, longstanding international norms that determine each country’s jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our non-U.S. subsidiaries to deduct for non-U.S. tax purposes the interest they pay on loans from us, thereby increasing the non-U.S. tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest.
A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, increased wages offered by other employers and government regulations.
A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, restrictions on immigration, increased wages offered by other employers and government regulations.
You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation" and our consolidated financial statements and the related notes, before making an investment decision.
You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and the related notes, before making an investment decision.
In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.
In such cases, the trading price of our common stock could decline, and you may lose all or part of your original investment.
The federal government substantially funds the Medicaid expansion and as of December 2024, the number of states implementing expansion has grown to more than 80% of all states.
The federal government substantially funds the Medicaid expansion and as of December 2025, the number of states implementing expansion has grown to more than 80% of all states.
Competition for acquisitions may result in increased prices for properties In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective dispositions, in a timely manner.
Competition for acquisitions may result in increased prices for properties In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties in a timely manner.
Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients.
Utilization review entails the review of the admission and course of treatment of a patient health care payors. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients.
The impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 is uncertain and may be adverse For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 ("IRA") imposes among other things, a 15% Corporate Alternative Minimum Tax ("Corporate AMT") on certain U.S. corporations with average adjusted financial statement income (“AFSI”) in excess of $1 billion.
The impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 is uncertain and may be adverse For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 (“IRA”) imposes among other things, a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) on certain U.S. corporations with average adjusted financial statement income (“AFSI”) in excess of $1 billion.
A severe cold and flu season, epidemics or any other widespread illnesses or public health crisis and government reaction thereto, could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties Our business and operations are exposed to risks from, severe cold and flu seasons or the occurrence of other epidemics, pandemics, widespread illnesses or public health crises, as occurred during the height of the COVID-19 pandemic.
A severe cold and flu season, epidemics or any other widespread illnesses or public health crisis and government reaction thereto, could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties Our business and the operations occurring at properties we own, whether Seniors Housing Operating or Triple-net, are exposed to risks from severe cold and flu seasons or the occurrence of other epidemics, pandemics, widespread illnesses or public health crises, as occurred during the height of the COVID-19 pandemic.
Risks Arising from Our Capital Structure Our capital structure involves exposure to risks, including those related to: • our future leverage; • the availability of cash for distributions to stockholders; • covenants in our debt agreements; • limitations on our ability to access capital; • any downgrades in our credit ratings; and • elevating or increasing interest rates.
Risks Arising from Our Capital Structure Our capital structure involves exposure to risks, including those related to: • our future leverage; • the availability of cash for distributions to stockholders; • covenants in our debt agreements; • limitations on our ability to access capital; • any downgrades in our credit ratings; and • elevated interest rates.
The rents from this TRS lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arm's-length lease of a qualified healthcare property with a TRS and (2) the manager qualifies as an eligible independent contractor (as defined in the Code).
The rents from this TRS lessee structure are treated as qualifying rents from real property if (i) they are paid pursuant to an arm’s-length lease of a qualified healthcare property with a TRS and (ii) the manager qualifies as an eligible independent contractor (as defined in the Code).
In addition, geopolitical tensions or conflicts, such as the ongoing conflicts between Russia and Ukraine and in the Middle East, economic downturns, elevated inflation and interest rates, natural disasters, weather events, terrorist attacks, epidemics or other outbreaks of disease, political or social unrest or violence, or similar events, globally or in any of our markets, could adversely affect our operators’ and tenants' revenues, which would in turn affect our results of operations.
In addition, geopolitical tensions or conflicts, such as the ongoing conflicts between Russia and Ukraine and in the Middle East, economic downturns, elevated inflation and interest rates, international trade disputes, tariffs, currency fluctuations, natural disasters, weather events, terrorist attacks, epidemics or other outbreaks of disease, political or social unrest or violence, or similar events, globally or in any of our markets, could adversely affect our operators’ and tenants’ revenues, which would in turn affect our results of operations.
We are integrating generative AI tools into our systems and our third-party business partners, including operators, tenants and vendors, as well as our competitors, may also develop or use such tools.
We are integrating generative AI tools into our systems and our third-party business partners, including operators, tenants and vendors, may also develop or use such tools.
Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any 32 time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent contrary to our instructions or requests; our joint venture partners may have competing interests in our markets that could create conflicts of interests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status.
Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner may have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; our joint venture partners may have competing interests in our markets that could create conflicts of interests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status.
However, as the owner of the property under a RIDEA structure, we are responsible for, and our financial performance is impacted by, operational and legal risks and liabilities of the property, including those described above, even though we have limited ability to control or influence our operators’ management of these risks.
However, as the owner and TRS tenant of the property under a RIDEA structure, we are responsible for, and our financial performance is impacted by, operational and legal risks and liabilities of the property, including those described above, despite our limited ability to control or influence our operators’ management of these risks.
The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, (4) negatively affect our credit ratings or outlook by one or more of the rating agencies or (5) make us more vulnerable to elevated or increasing interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable-rate debt.
The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (i) require us to dedicate a greater portion of our cash flow to the payment of debt service, (ii) make us more vulnerable to a downturn in the economy, (iii) limit our ability to obtain additional financing, (iv) negatively affect our credit ratings or outlook by one or more of the rating agencies or (v) make us more vulnerable to elevated or increasing interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable-rate debt.
Acquired properties may be located in new markets, either within or outside the U.S., where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, hiring and retaining key personnel and unfamiliarity with local governmental and permitting procedures.
Other properties we acquire may be located in new markets, either within or outside the U.S., where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, hiring and retaining key personnel and unfamiliarity with local governmental oversight, regulation and permitting regimes.
We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase of our or our tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property A large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions or natural disasters such as hurricanes, wildfires, freeze events in warmer climates, earthquakes, tornadoes and floods, as well as the effects of climate change.
We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase in our or our tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property A significant number of our properties are located in regions particularly susceptible to severe weather conditions and natural disasters, including hurricanes, wildfires, earthquakes, tornadoes, floods and freeze events in typically warmer climates.
Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.707% as of December 31, 2024. In connection with our future acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units ("OP Units") to third parties and admit additional members. Such issuances would reduce Welltower's percentage ownership in Welltower OP.
Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.378% as of December 31, 2025. In connection with our future acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units (“OP Units”) to third parties and admit additional members. Such issuances would reduce Welltower’s percentage ownership in Welltower OP.
Cybersecurity incidents could disrupt our or our critical business partners’ business, damage our reputation, cause us to incur significant remediation expense and expose us to legal or regulatory claims or proceedings, including enforcement actions under data privacy or disclosure regulations.
Cybersecurity incidents could disrupt our or our critical business partners’ business, damage our reputation, trigger governmental notice requirements and public disclosures, cause us to incur significant remediation expense and expose us to legal or regulatory claims or proceedings, including enforcement actions under data privacy or disclosure regulations.
If we were subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes, the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results and cash flows could be adversely affected.
In addition, if we were subject to review or examination by the IRS or other U.S. or non-U.S. tax authorities as the result of any new tax law changes, the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results and cash flows could be adversely affected.
Revenues from government reimbursement have, and are expected to continue to, come under pressure due to reimbursement cuts and state budget shortfalls and changes in reimbursement policies and other governmental regulation resulting from actions by the U.S.
Revenues from government reimbursement have, and are expected to continue, to come under pressure due to reimbursement cuts and state budget shortfalls and changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies.
Our revenues and our operators' revenues are dependent on occupancy and the occupancy of our Seniors Housing Operating and Triple-net properties could significantly decrease in the event of a severe cold and flu season, or other epidemics, pandemics, widespread illness or public health crises.
Our revenues and our operators’ revenues are dependent on the occupancy of our properties, which could significantly decrease in the event of a severe cold and flu season, or other epidemics, pandemics, widespread illness or public health crises.
Revisions in tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, could require us to pay additional taxes on our assets or income and/or be subject to additional restrictions, could cause us to change our investments and commitments, and could adversely affect our earnings and cash flow.
Revisions in tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT and to qualify for other exemptions and tax-preferential structures and benefits under U.S. and non-U.S laws, as well as the tax considerations relevant to an investment in us, could require us to pay additional taxes on our assets or income and/or be subject to additional restrictions, could cause us to change our investments and commitments, and could adversely affect our earnings and cash flow.
Our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire.
Our competitors may offer rental rates below current market rates or below the rental rates we currently charge our customers, and as a result we may lose potential customers or be pressured to reduce our rental rates to retain customers when leases expire.
Additional conditions and risks affecting our development, redevelopment and construction projects include: (i) liability if our communities are not constructed in compliance with the accessibility provisions of the Americans with Disabilities Acts, the Fair Housing Act or other federal, state or local requirements, which noncompliance could result in imposition of fines, an award of damage to private litigants and a requirement that we undertake structural modifications to remedy the noncompliance; (ii) cost overruns, especially in the current geopolitical transition environment regarding tariffs, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iii) the potential for fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (iv) the potential that we may expend funds and management time, or fail to recover expenses already incurred, if we do not complete projects already started or abandon development or redevelopment opportunities after we begin to explore them; (v) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or development or redevelopment costs; (vi) the possibility that properties will be leased at below expected rental rates, (vii) to the extent the development or redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture partners and the potential that we miss certain project management deadlines and (ix) changing technologies and cultural trends that may negatively impact future demand for our properties.
Additional conditions and risks affecting our development, redevelopment and construction projects include: (i) liability if our communities are not constructed in compliance with the accessibility provisions of the Americans with Disabilities Acts, the Fair Housing Act or other federal, state or local requirements, which noncompliance could result in imposition of fines, an award of damage to private litigants and a requirement that we undertake structural modifications to remedy the noncompliance; (ii) cost overruns, especially in the current geopolitical environment regarding international trade disputes, including tariffs imposed by the U.S. and retaliatory tariffs imposed by other nations, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iii) the potential for fluctuation of occupancy rates at redeveloped properties; (iv) the potential that we may expend funds and management time on projects that are not ultimately completed; (v) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or development or redevelopment costs; (vi) the possibility that properties will be leased at below expected rental rates, (vii) to the extent the development or redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture partners and (ix) changing technologies and cultural trends that may negatively impact future demand for our properties.
These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory and economic conditions (regionally, nationally and locally) including, challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S.
These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated effects on tariffs, our tenants’ supply chain and consumer spending levels; changes in foreign political, regulatory and economic conditions; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, data privacy, cybersecurity, AI, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; export restrictions or other government intervention favoring local competitors, data localization efforts; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles or cultural factors that differ from our usual standards and practices; geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and in the Middle East; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S.
This may require us to raise additional capital to meet our obligations. Our use of TRSs is limited under the Code Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.
This may require us to raise additional capital to meet our obligations. Our use of TRSs is limited under the Code Under the Code, no more than 25% (20% for taxable years beginning before January 1, 2026) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.
This may have implications for our cross-border data flows and may result in additional compliance costs. Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the company and the nature, gravity and duration of, the violation. Additionally, in some jurisdictions, data subjects may have a right to compensation for financial or non-financial losses.
Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the company and the nature, gravity and duration of, the violation. Additionally, in some jurisdictions, data subjects may have a right to compensation for financial or non-financial losses.
These macroeconomic trends have been, and may continue to be, exacerbated by supply chain disruptions, fluctuations in interest rates, the conflicts between Russia and Ukraine and in the Middle East and other international and domestic events impacting the macroeconomic environment.
These macroeconomic trends have been, and may continue to be, exacerbated by supply chain disruptions, fluctuations in interest rates, geopolitical conflict and other international and domestic events impacting the macroeconomic environment.
Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness. 41 Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels.
Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels.
Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability Our business is at risk from and may be impacted by cybersecurity incidents, including attempts to gain unauthorized access to our confidential data through social engineering attacks or other malicious activity, attempts to interrupt our access to, or use of information technology systems through distributed denial-of-service or ransomware attacks, data extortion attempts, insider threats, incidents related to our increased receipt and use of data from multiple sources and other cybersecurity incidents within our environment or our business partners' environments, including those resulting from human error, product defects and technology failures.
We may be subject to attempts to gain unauthorized access to our confidential data through social engineering attacks or other malicious activity, attempts to interrupt our access to, or use of information technology systems through distributed denial-of-service or ransomware attacks, data extortion attempts, state-sponsored cybersecurity attacks, insider threats, incidents related to our increased receipt and use of data from multiple sources and other cybersecurity incidents within our environment or our business partners’ environments, including those resulting from human error, product defects and technology failures.
We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant.
We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant.
If we agree to provide construction funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may result in significant costs and negatively affect our results of operations, including as a result of volatility in the price of construction materials or labor.
If we agree to provide construction funding to an operator/tenant and the project is not completed, we may incur unanticipated expenditures to ensure completion of the project. Such expenditures may be significant, including as a result of volatility in the price of construction materials or labor.
Failure to participate in certain of the third-party ratings systems, score well in third-party rating systems or provide certain sustainability disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our common stock, which could adversely affect our stock price.
Failure to participate in the third-party ratings systems, score well or provide certain disclosures could result in reputational harm and cause investors to be unwilling to invest in our common stock, adversely affecting our stock price.
Certain subsidiaries might fail to qualify or remain qualified as a REIT We own interests in a number of entities which intend to operate as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for U.S. federal income tax purposes (each a “Subsidiary REIT”).
This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s investment. 44 Certain subsidiaries might fail to qualify or remain qualified as a REIT We own interests in a number of entities which intend to operate as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for U.S. federal income tax purposes (each a “Subsidiary REIT”).
In addition, we have entered into joint ventures with respect to certain of our properties that were structured under the provisions of RIDEA, which permits REITs to participate directly in the cash flow of “qualified healthcare properties” (as compared to receiving only contractual rent payments), but requires them to rely on an operator to manage and operate the property, including complying with laws and providing resident care.
In addition, we have entered into joint ventures with respect to certain of our properties that were structured under the provisions of RIDEA, which requires REITs to rely on an operator to manage and operate the property, including complying with laws and providing resident care.
In such event, this would reduce the amount of distributions that Welltower OP could make. The treatment of Welltower OP as a corporation would also cause us to fail to qualify as a REIT. This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder's investment.
In such event, this would reduce the amount of distributions that Welltower OP could make. The treatment of Welltower OP as a corporation would also cause us to fail to qualify as a REIT.
Insurance may not be available at a reasonable cost in the future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event. This may be especially the case due to increases in property insurance costs as a result of extreme weather events or otherwise.
Insurance may not be available at a reasonable cost in the future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event.
A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and healthcare industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected.
If our sustainability practices do not meet evolving stakeholder expectations, our reputation ability to retain employees, and attractiveness as a business partner could be negatively affected.
Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations We have operations in the U.K. and Canada, which rep resent 10.9% and 7.0% of total Welltower revenues, respectively.
Should such events occur, our revenue and operating cash flow may be adversely affected. Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations We have operations in the U.K. and Canada, which rep resent approximate ly 20.0% and 6.8% of total Welltower revenues, respectively.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities We are subject to taxes in the U.S. and foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent.
We could be subject to changes in our U.S. and non-U.S. tax rates, the adoption of new U.S. or non-U.S. tax legislation, or exposure to additional U.S. and non-U.S. tax liabilities We are subject to taxes in the U.S. and non-U.S. jurisdictions, and the U.S. and non-U.S. tax systems operate largely independently.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also rely on information technology and other third-party vendors to support our business, including securely processing personal, confidential, financial, sensitive, or proprietary and other types of information. Despite our efforts to improve our ability, and the ability of relevant third parties', to protect against cyber threats, we may not be able to protect all information, systems, products and services.
Biggest changeWe also rely on information technology and other third-party vendors to support our business, including 47 securely processing personal, confidential, financial, sensitive or proprietary and other types of information.
In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors or other third parties to provide consultation and advice to assist with assessing, identifying and managing cybersecurity risks. Our management team identifies and assesses information security risks using industry practices informed by the National Institute of Standards and Technology ("NIST"), including the NIST Cybersecurity Framework.
In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors or other third parties to provide consultation and advice to assist with assessing, identifying and managing cybersecurity risks. Our management team identifies and assesses information security risks using industry practices informed by the National Institute of Standards and Technology (“NIST”), including the NIST Cybersecurity Framework.
The Chief Technology Officer is responsible for reporting on cybersecurity and information technology to the Audit Committee and Board. 45 Information Security Program The information security team provides regular reports to the Chief Technology Officer and other relevant teams on various cybersecurity threats, assessments and findings.
The Chief Technology Officer is responsible for reporting on cybersecurity and information technology to the Audit Committee and Board. Information Security Program The information security team provides regular reports to the Chief Technology Officer and other relevant teams on various cybersecurity threats, assessments and findings.
The Chief Technology Officer also leads our Cyber Security Working Group, which is comprised of a cross-functional team including Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders. These individuals meet regularly and are informed about and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents.
The Chief Technology Officer also leads our Cybersecurity Working Group, which is comprised of a cross-functional team including Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders. These individuals meet regularly and are informed about and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents.
Item 1C. Cybersecurity We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats. Our cybersecurity program includes several safeguards such as access controls, multi-factor authentication, continuous monitoring and alerting systems for internal and external threats and penetration testing.
Item 1C. Cybersecurity 46 We have implemented and maintained various information security processes designed to identify, assess and manage material risks from cybersecurity threats. Our cybersecurity program includes several safeguards such as access controls, multi-factor authentication, continuous monitoring and alerting systems for internal and external threats and penetration testing.
Additionally, we conduct regular evaluations of our cybersecurity program, which may include internal reviews and third-party assessments to validates the program's effectiveness and resilience. Governance The Board of Directors (the "Board") retains ultimate oversight of cybersecurity risk, which it manages as part of our enterprise risk management program.
Additionally, we conduct regular evaluations of our cybersecurity program, which may include internal reviews and third-party assessments to validate the program’s effectiveness and resilience. Governance The Board of Directors (the “Board”) retains ultimate oversight of cybersecurity risk, which it manages as part of our enterprise risk management program.
Additional information on cybersecurity risks we face can be found in Part I, Item 1A "Risk Factors" of this Form 10-K under the heading "Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability," which should be read in conjunction with the foregoing information. 46
Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Form 10-K under the heading “Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability,” which should be read in conjunction with the foregoing information. 48
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Despite our efforts to improve our ability, and the ability of relevant third parties, to protect against cyber threats, we may not be able to protect all information, systems, products and services.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth certain information regarding the properties that comprise our consolidated net real estate investments, exclusive of real estate loan investments designated as non-segment/corporate as of December 31, 2024 (dollars in thousands): Seniors Housing Operating Triple-net Outpatient Medical Property Location Number of Properties Total Investment Annualized Revenues (1) Number of Properties Total Investment Annualized Revenues (1) Number of Properties Total Investment Annualized Revenues (1) Alabama 6 $ 70,927 $ 18,271 2 $ 18,022 $ 385 6 $ 169,360 $ 13,344 Arkansas 1 25,545 4,868 — — — 1 18,320 2,611 Arizona 13 353,231 61,592 — — — 8 87,263 11,286 California 112 3,987,826 1,030,440 23 406,802 71,317 42 1,029,428 119,696 Colorado 21 635,303 148,328 8 217,480 19,551 1 19,068 — Connecticut 6 154,776 36,368 6 125,484 15,404 7 92,361 8,893 District Of Columbia 2 183,971 16,994 — — — 1 74,277 8,852 Delaware 6 60,073 32,313 6 87,353 9,096 — — — Florida 40 1,346,085 283,142 96 1,289,285 165,371 25 215,587 41,986 Georgia 21 468,637 79,301 3 35,712 3,506 18 220,188 39,695 Hawaii 1 71,823 25,052 — — — — — — Iowa 10 112,438 42,910 6 45,738 3,332 — — — Idaho 8 167,188 17,804 — — — 2 47,623 2,768 Illinois 38 648,491 233,483 19 227,164 21,638 10 124,368 21,747 Indiana 18 439,178 114,285 18 189,123 29,432 3 27,019 4,092 Kansas 9 126,145 47,740 20 205,038 22,400 — — — Kentucky 6 99,901 28,041 1 6,724 1,423 — — — Louisiana 9 186,740 56,447 1 4,200 720 1 20,503 1,705 Massachusetts 20 754,815 147,336 7 150,917 11,743 9 151,733 20,134 Maryland 10 560,067 130,493 16 167,220 41,040 12 233,680 30,496 Maine 1 24,400 12,277 — — — — — — Michigan 44 660,638 200,365 14 143,481 14,577 13 171,092 21,076 Minnesota 17 359,361 97,311 — — — 7 135,042 29,880 Missouri 13 397,498 63,440 — — — 16 215,293 34,196 Mississippi 5 85,513 29,708 — — — 2 44,130 3,795 Montana 3 55,184 13,760 — — — — — — North Carolina 15 703,881 114,184 49 450,906 75,726 25 589,518 52,973 North Dakota 1 12,375 1,539 — — — — — — Nebraska 8 90,982 19,154 — — — 1 10,185 2,627 New Hampshire 3 80,503 9,395 7 93,771 9,719 — — — New Jersey 28 697,240 240,412 33 684,668 74,977 16 327,846 49,508 New Mexico 1 32,931 3,691 — — — 1 55,607 4,290 Nevada 7 121,090 37,292 — — — 7 116,628 11,149 New York 41 799,988 215,392 3 33,229 2,754 15 384,321 37,758 Ohio 58 1,193,289 265,542 35 263,420 41,335 8 103,597 11,052 Oklahoma 13 166,746 59,372 12 94,143 4,376 5 25,378 4,460 Oregon 14 153,221 48,937 1 2,279 943 1 43,201 3,114 Pennsylvania 33 693,196 186,203 49 502,298 66,296 6 89,319 10,487 Rhode Island — — — 3 30,884 3,522 — — — South Carolina 9 265,638 48,401 6 22,325 5,960 2 8,910 1,242 Tennessee 10 208,748 56,260 4 55,530 5,493 3 61,962 5,950 Texas 99 2,201,964 469,623 18 224,828 8,444 75 1,694,313 141,790 Utah 4 75,541 26,574 1 20,503 2,111 1 10,311 1,099 Virginia 14 588,908 147,765 31 313,397 56,422 7 107,191 14,568 Vermont 3 103,389 42,086 2 23,617 2,550 — — — Washington 43 1,286,841 280,050 7 84,293 15,158 9 190,600 31,473 Wisconsin 6 94,552 41,292 1 2,693 863 5 77,992 8,447 West Virginia — — — 7 203,330 21,016 — — — Total domestic 850 21,606,777 5,285,233 515 6,425,857 828,600 371 6,993,214 808,239 Canada 103 2,534,558 521,924 6 114,835 9,711 — — — United Kingdom 203 3,529,318 1,302,782 71 842,074 91,012 — — — Total international 306 6,063,876 1,824,706 77 956,909 100,723 — — — Grand total 1,156 $ 27,670,653 $ 7,109,939 592 $ 7,382,766 $ 929,323 371 $ 6,993,214 $ 808,239 (1) Represents revenue for the month ended December 31, 2024 annualized. 47 The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities): Occupancy (1) Average Annualized Revenues (2) 2024 2023 2024 2023 Seniors Housing Operating (3) 84.7% 81.8% $ 58,519 $ 52,709 per unit Triple-net (4) 83.3% 78.6% 16,600 15,492 per bed/unit Outpatient Medical (5) 94.6% 94.8% 39 37 per sq. ft.
Biggest changeThe following table sets forth certain information regarding the properties that comprise our consolidated net real estate investments, exclusive of real estate loan investments designated as non-segment/corporate as of December 31, 2025 (dollars in thousands): Seniors Housing Operating Triple-net Outpatient Medical Property Location Number of Properties Total Investment Annualized Revenues (1) Number of Properties Total Investment Annualized Revenues (1) Number of Properties Total Investment Annualized Revenues (1) Alabama 11 $ 167,706 $ 33,553 — $ — $ — — $ — $ — Arkansas 3 81,239 15,900 — — — — — — Arizona 13 389,774 78,565 — — — 3 14,402 2,926 California 113 3,986,062 1,137,128 23 399,113 67,329 23 589,530 78,927 Colorado 24 809,111 176,238 7 198,022 18,510 — — — Connecticut 9 379,767 89,120 5 94,175 9,501 — — — District Of Columbia 2 209,203 27,502 — — — — — — Delaware 6 58,918 31,810 6 74,115 7,870 — — — Florida 45 1,674,993 346,988 85 1,245,712 172,084 4 40,570 15,516 Georgia 21 495,965 93,806 3 34,696 3,494 11 177,240 29,798 Hawaii 1 79,838 27,286 — — — — — — Iowa 10 116,262 38,927 6 31,652 3,307 — — — Idaho 8 168,382 19,223 — — — — — — Illinois 37 638,498 258,361 19 175,037 18,509 3 53,917 11,542 Indiana 22 498,047 132,529 18 181,891 29,666 — — — Kansas 9 122,239 50,800 4 57,090 9,229 — — — Kentucky 10 191,539 38,265 — — — — — — Louisiana 9 184,943 62,164 1 4,167 — 1 19,642 1,705 Massachusetts 23 1,069,869 218,157 9 258,007 19,636 — — — Maryland 12 674,699 173,355 10 100,191 35,717 3 38,467 10,005 Maine 1 24,109 12,908 — — — — — — Michigan 46 709,800 226,852 10 107,802 22,980 2 45,344 5,330 Minnesota 21 490,663 122,752 — — — 2 19,451 6,129 Missouri 13 446,194 72,135 1 12,104 — 1 10,147 12,609 Mississippi 5 74,922 30,028 — — — 1 12,493 1,847 Montana 3 52,884 13,561 — — — — — — North Carolina 17 831,453 132,681 49 435,717 76,164 2 188,492 17,804 North Dakota 1 12,139 1,604 — — — — — — Nebraska 8 90,706 21,298 — — — 1 10,663 2,306 New Hampshire 3 78,712 10,008 8 118,169 12,956 — — — New Jersey 30 854,057 283,456 30 683,823 70,788 — — — New Mexico 1 31,355 3,777 — — — — — — Nevada 7 116,983 39,454 — — — 2 33,128 4,630 New York 42 920,258 247,738 3 32,673 2,959 8 206,004 20,094 Ohio 61 1,297,256 322,062 31 221,702 38,977 — — — Oklahoma 17 235,211 91,697 7 9,098 2,375 5 35,995 5,672 Oregon 13 160,630 59,195 1 2,167 964 — — — Pennsylvania 33 676,719 203,106 49 551,222 103,948 2 37,454 4,752 Rhode Island — — — 3 28,761 3,876 — — — South Carolina 10 336,833 56,127 6 21,748 5,994 — — — Tennessee 10 210,096 62,655 3 10,457 1,994 1 13,408 1,335 Texas 114 2,762,924 629,606 138 2,509,513 303,920 49 1,249,514 136,538 Utah 3 63,161 27,107 1 19,879 2,108 — — — Virginia 15 806,393 197,526 25 232,864 55,429 2 40,715 5,679 Vermont 3 98,820 44,907 2 21,973 2,578 — — — Washington 44 1,366,232 304,489 7 81,962 6,061 3 62,723 15,647 Wisconsin 6 96,196 43,106 1 2,557 880 — — — West Virginia — — — 7 191,797 21,021 — — — Total domestic 915 24,841,760 6,309,512 578 8,149,856 1,130,824 129 2,899,299 390,791 Canada 128 3,281,933 733,460 6 117,209 10,042 — — — United Kingdom 743 12,396,548 3,934,676 227 4,392,694 466,831 — — — Total international 871 15,678,481 4,668,136 233 4,509,903 476,873 — — — Grand total 1,786 $ 40,520,241 $ 10,977,648 811 $ 12,659,759 $ 1,607,697 129 $ 2,899,299 $ 390,791 (1) Represents revenue for the month ended December 31, 2025, annualized. 49 The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities): Occupancy (1) Average Annualized Revenues (2) 2025 2024 2025 2024 Seniors Housing Operating (3) 87.5% 84.7% $ 63,625 $ 58,519 per unit Triple-net (4) 73.1% 83.3% 24,461 16,600 per bed/unit Outpatient Medical (5) 95.8% 94.6% 34 39 per sq. ft.
Investments classified as held for sale are included in 2025. (2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
Investments classified as held for sale are included in 2026. (2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
The following table sets forth information regarding operating lease expirations for certain portions of our portfolio as of December 31, 2024 (dollars in thousands): Expiration Year (1) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Thereafter Triple-net: Properties 16 7 4 4 4 19 5 155 43 1 318 Base rent (2) $ 8,016 $ 12,144 $ 1,259 $ 6,484 $ 1,083 $ 41,630 $ 11,074 $ 155,183 $ 59,086 $ 420 $ 435,346 % of base rent 1.1 % 1.7 % 0.2 % 0.9 % 0.1 % 5.7 % 1.5 % 21.2 % 8.1 % 0.1 % 59.4 % Units 521 1,068 569 541 219 2,043 423 9,226 3,331 81 37,683 % of units 0.9 % 1.9 % 1.0 % 1.0 % 0.4 % 3.7 % 0.8 % 16.6 % 6.0 % 0.1 % 67.6 % Outpatient Medical: Square feet 1,802,090 1,369,289 1,510,905 1,514,614 1,533,640 1,433,223 1,603,821 1,718,261 1,192,200 1,683,489 4,383,571 Base rent (2) $ 55,955 $ 39,062 $ 46,537 $ 43,463 $ 45,366 $ 41,934 $ 47,096 $ 52,093 $ 31,821 $ 51,161 $ 129,452 % of base rent 9.6 % 6.7 % 8.0 % 7.4 % 7.8 % 7.2 % 8.1 % 8.9 % 5.4 % 8.8 % 22.1 % Leases 425 239 267 267 210 146 105 179 101 127 140 % of leases 19.3 % 10.8 % 12.1 % 12.1 % 9.5 % 6.6 % 4.8 % 8.1 % 4.6 % 5.8 % 6.3 % (1) Excludes investments in unconsolidated entities, developments, redevelopments, properties subject to sales-type leases, land parcels, loans receivable and sub-leases.
The following table sets forth information regarding operating lease expirations for certain portions of our portfolio as of December 31, 2025 (dollars in thousands): Expiration Year (1) 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Thereafter Triple-net: Properties 7 2 4 5 19 5 151 43 1 27 507 Base rent (2) $ 12,527 $ 1,287 $ 6,669 $ 1,115 $ 42,747 $ 11,382 $ 151,524 $ 64,470 $ 433 $ 51,875 $ 836,680 % of base rent 1.1 % 0.1 % 0.6 % 0.1 % 3.6 % 1.0 % 12.8 % 5.5 % — % 4.4 % 70.8 % Units 1,068 295 565 257 2,043 423 9,323 3,331 81 2,391 50,329 % of units 1.5 % 0.4 % 0.8 % 0.4 % 2.9 % 0.6 % 13.3 % 4.8 % 0.1 % 3.4 % 71.8 % Outpatient Medical: Square feet 4,439,681 1,000 78,764 84,956 212,441 196,681 63,913 — 129,864 196,082 2,423,619 Base rent (2) $ 141,006 $ 22 $ 1,993 $ 2,199 $ 4,610 $ 3,527 $ 2,456 $ — $ 3,370 $ 2,901 $ 80,441 % of base rent 58.1 % — % 0.8 % 0.9 % 1.9 % 1.5 % 1.0 % — % 1.4 % 1.2 % 33.2 % Leases 795 1 3 3 4 3 2 — 2 3 31 % of leases 93.9 % 0.1 % 0.4 % 0.4 % 0.5 % 0.4 % 0.2 % — % 0.2 % 0.4 % 3.5 % (1) Excludes investments in unconsolidated entities, developments, redevelopments, properties subject to sales-type leases, land parcels, loans receivable and sub-leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFurther, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition. Item 4. Mine Safety Disclosures None. 48 PART II
Biggest changeFurther, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition. Item 4. Mine Safety Disclosures None. 50 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 Amount % 2022 Amount % Amount % Net income $ 972,857 $ 358,139 $ 614,718 172 % $ 160,568 $ 197,571 123 % $ 812,289 506 % NICS 951,680 340,094 611,586 180 % 141,214 198,880 141 % 810,466 574 % FFO 2,323,433 1,763,227 560,206 32 % 1,478,072 285,155 19 % 845,361 57 % EBITDA 3,181,911 2,373,450 808,461 34 % 2,007,702 365,748 18 % 1,174,209 58 % Adjusted EBITDA 3,151,811 2,509,003 642,808 26 % 2,122,399 386,604 18 % 1,029,412 49 % NOI 3,160,907 2,690,219 470,688 17 % 2,301,845 388,374 17 % 859,062 37 % Per share data (fully diluted): Net income attributable to common stockholders (1) $ 1.57 $ 0.66 $ 0.91 138 % $ 0.30 $ 0.36 120 % $ 1.27 423 % Funds from operations attributable to common stockholders $ 3.82 $ 3.40 $ 0.42 12 % $ 3.18 $ 0.22 7 % $ 0.64 20 % Interest coverage ratio 5.39x 3.74x 1.65x 44 % 3.73x 0.01x — % 1.66x 45 % Fixed charge coverage ratio 4.99x 3.44x 1.55x 45 % 3.37x 0.07x 2 % 1.62x 48 % Adjusted interest coverage ratio 5.34x 3.95x 1.39x 35 % 3.94x 0.01x — % 1.40x 36 % Adjusted fixed charge coverage ratio 4.95x 3.64x 1.31x 36 % 3.56x 0.08x 2 % 1.39x 39 % (1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations The following is a summary of our results of operations for the periods presented (in thousands, except per share amounts): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 Amount % 2023 Amount % Amount % Net income $ 961,837 $ 972,857 $ (11,020) -1 % $ 358,139 $ 614,718 172 % $ 603,698 169 % NICS 936,845 951,680 (14,835) -2 % 340,094 611,586 180 % 596,751 175 % FFO 1,817,952 2,323,433 (505,481) -22 % 1,763,227 560,206 32 % 54,725 3 % EBITDA 3,691,544 3,181,911 509,633 16 % 2,373,450 808,461 34 % 1,318,094 56 % Adjusted EBITDA 4,169,347 3,151,811 1,017,536 32 % 2,509,003 642,808 26 % 1,660,344 66 % NOI 4,349,953 3,160,907 1,189,046 38 % 2,690,219 470,688 17 % 1,659,734 62 % Per share data (fully diluted): Net income attributable to common stockholders (1) $ 1.39 $ 1.57 $ (0.18) -11 % $ 0.66 $ 0.91 138 % $ 0.73 111 % Funds from operations attributable to common stockholders $ 2.68 $ 3.82 $ (1.14) -30 % $ 3.40 $ 0.42 12 % $ (0.72) -21 % Interest coverage ratio 5.82x 5.39x 0.43x 8 % 3.74x 1.65x 44 % 2.08x 56 % Fixed charge coverage ratio 5.28x 4.99x 0.29x 6 % 3.44x 1.55x 45 % 1.84x 53 % Adjusted interest coverage ratio 6.57x 5.34x 1.23x 23 % 3.95x 1.39x 35 % 2.62x 66 % Adjusted fixed charge coverage ratio 5.97x 4.95x 1.02x 21 % 3.64x 1.31x 36 % 2.33x 64 % (1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the on our website at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares.
We expect to finance any share repurchases using available cash and may 51 use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares.
GAAP. See Note 3 to our consolidated financial statements for additional information. (2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.
See Note 3 to our consolidated financial statements for additional information. (2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.
Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes. Operating Performance We believe that net income and net income attributable to common stockholders ("NICS") as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures.
Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes. Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures.
This information shall not otherwise be deemed filed under such Acts. During the three months ended December 31, 2024 , we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.
This information shall not otherwise be deemed filed under such Acts. During the three months ended December 31, 2025 , we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.
We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below.
We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI (“SSNOI”) and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below.
Stockholder Return Performance Presentation The graph and table below compares the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index.
Stockholder Return Performance Presentation The graph and table below compare the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index.
Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures. This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures. This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 61 Item 7.
Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in "Key Transactions." Please refer to Notes 3 and 5 of our consolidated financial statements for additional information.
Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our consolidated financial statements for additional information.
For the years ended December 31, 2024, 2023 and 2022, cash flows provided from operations exceeded cash distributions to stockholders.
For the years ended December 31, 2025, 2024 and 2023, cash flows provided from operations exceeded cash distributions to stockholders.
Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation - Executive Summary - Key Transactions - Dividends" for a discussion of cash dividends declared on our common stock.
Please see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Executive Summary - Key Transactions - Dividends” for a discussion of cash dividends declared on our common stock.
(the "Exchanged Shares") that may, under certain circumstances, be issuable upon exchange of 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP and the resale from time to time by the recipients of the Exchanged Shares.
(the “Exchangeable Shares”) that may, under certain circumstances, be issuable upon exchange of the 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP, and the resale from time to time by the recipients of such Exchangeable Shares.
Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.). 55 Item 7.
Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.).
Factors that may cause actual results to differ from expected results are described in more detail in "Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements" and "Item 1A — Risk Factors" and other sections of this Annual Report on Form 10-K.
Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview 52 Business Strategy 52 Key Transactions 53 Key Performance Indicators, Trends and Uncertainties 54 Corporate Governance 56 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash 56 Off-Balance Sheet Arrangements 57 Contractual Obligations 58 Capital Structure 58 Supplemental Guarantor Information 59 RESULTS OF OPERATIONS Summary 59 Seniors Housing Operating 61 Triple-net 63 Outpatient Medical 65 Non-Segment/Corporate 66 OTHER Non-GAAP Financial Measures 67 Critical Accounting Policies and Estimates 74 51 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview 54 Business Strategy 54 Key Transactions 55 Key Performance Indicators, Trends and Uncertainties 56 Corporate Governance 58 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash 58 Off-Balance Sheet Arrangements 59 Contractual Obligations 59 Capital Structure 60 Supplemental Guarantor Information 61 RESULTS OF OPERATIONS Summary 61 Seniors Housing Operating 63 Triple-net 65 Outpatient Medical 67 Non-Segment/Corporate 68 OTHER Non-GAAP Financial Measures 69 Critical Accounting Policies and Estimates 76 53 Item 7.
Off-Balance Sheet Arrangements At December 31, 2024 , we had investments in unconsolidated entities with our ownership generally ranging from 10% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2024 , we had 20 outstanding letter of credit obligations.
Off-Balance Sheet Arrangements At December 31, 2025 , we had investments in unconsolidated entities with our ownership generally ranging from 8% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2025, we had 23 outstanding letter of credit obligations.
(the "DownREIT II Shares") that may be issued from time to time if, and to the extent that, certain holders of Class A units (the "DownREIT II Units") of HCN G&L DownREIT II LLC, a Delaware limited liability company (the "DownREIT II"), tender such DownREIT II Units for redemption by the DownREIT II, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of Welltower (including its permitted successors and assigns, the "Managing Member"), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount.
(the “DownREIT Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount. 60 Item 7.
Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2024, we were in compliance in all material respects with the covenants under our debt agreements.
Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2025, we were in compliance in all material respects with the covenants under our debt agreements.
Supplemental Guarantor Information Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 99.707% owned by Welltower as of December 31, 2024.
Supplemental Guarantor Information Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 98.378% owned by Welltower as of December 31, 2025.
We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, 2024. 49 Item 6. [Reserved] 50 Item 7.
We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, 2025. Item 6. [Reserved] 52 Item 7.
Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral.
Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our external property management partners manage and monitor the Outpatient Medical portfolio.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange (NYSE:WELL). There wer e 2,156 sto ckholders of record as of February 7, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange (NYSE:WELL). There wer e 1,974 sto ckholders of record as of February 6, 2026.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2024 (in thousands): Payments Due by Period Contractual Obligations Total 2025 2026-2027 2028-2029 Thereafter Senior unsecured notes and term credit facilities: (1) U.S.
Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2025 (in thousands): Payments Due by Period Contractual Obligations Total 2026 2027-2028 2029-2030 Thereafter Senior unsecured notes and term credit facilities: (1) U.S.
On April 1, 2022, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or "universal" shelf registration statement on Form S-3 (the "Shelf Form S-3") covering an indeterminate amount of future offerings of Welltower's debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower.
On March 28, 2025, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or “universal” shelf registration statement on Form S-3 (the “New Registration Statement”) covering an indeterminate amount of future offerings of Welltower’s debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower.
The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 972,857 $ 358,139 $ 160,568 Net income attributable to common stockholders 951,680 340,094 141,214 Funds from operations attributable to common stockholders 2,323,433 1,763,227 1,478,072 Consolidated net operating income 3,160,907 2,690,219 2,301,845 Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios.
The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 961,837 $ 972,857 $ 358,139 Net income attributable to common stockholders 936,845 951,680 340,094 Funds from operations attributable to common stockholders 1,817,952 2,323,433 1,763,227 Consolidated net operating income 4,349,953 3,160,907 2,690,219 Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios.
Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2024 of $0.67 per share. On March 6, 2025, we will pay our 215th consecutive quarterly cash dividend to stockholders of record on February 25, 2025.
Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2025 of $0.74 per share. On March 10, 2026, we will pay our 219th consecutive quarterly cash dividend to stockholders of record on February 25, 2026.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below: Year Ended December 31, (1) 2024 2023 2022 Property mix: Seniors Housing Operating 54% 45% 45% Triple-net 27% 34% 34% Outpatient Medical 19% 21% 21% Relationship mix: Cogir Management Corporation 7% 4% 3% Integra Healthcare Properties 7% 8% —% Sunrise Senior Living 5% 6% 7% Avery Healthcare 4% 4% 3% Oakmont Management Group 4% 4% 2% Remaining 73% 74% 85% Geographic mix: California 11% 12% 14% United Kingdom 11% 9% 10% Florida 8% 6% 6% Texas 8% 8% 8% Canada 6% 6% 6% Remaining 56% 59% 56% (1) Excludes our share of investments in unconsolidated entities.
The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below: Year Ended December 31, (1) 2025 2024 2023 Property mix: Seniors Housing Operating 57% 54% 45% Triple-net 29% 27% 34% Outpatient Medical 14% 19% 21% Relationship mix: Cogir Management Corporation 8% 7% 4% Care UK 5% 3% 1% Sunrise Senior Living 5% 5% 6% Integra Healthcare Properties 4% 7% 8% Oakmont Management Group 4% 4% 4% Remaining 74% 74% 77% Geographic mix: United Kingdom 15% 11% 9% Texas 11% 8% 8% California 10% 11% 12% Canada 7% 6% 6% Florida 6% 8% 6% Remaining 51% 56% 59% (1) Excludes our share of investments in unconsolidated entities.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on loans receivable.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, equity issuances, internally generated cash and the proceeds from investment dispositions.
The following table reflects the recent historical trends for our credit strength measures for the periods presented: Year Ended December 31, 2024 2023 2022 Net debt to book capitalization ratio 26.8% 34.3% 39.5% Net debt to undepreciated book capitalization ratio 21.6% 27.8% 32.1% Net debt to enterprise ratio 12.9% 20.9% 29.5% Interest coverage ratio 5.39x 3.74x 3.73x Fixed charge coverage ratio 4.99x 3.44x 3.37x Adjusted interest coverage ratio 5.34x 3.95x 3.94x Adjusted fixed charge coverage ratio 4.95x 3.64x 3.56x Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix.
The following table reflects the recent historical trends for our credit strength measures for the periods presented: Year Ended December 31, 2025 2024 2023 Net debt to book capitalization ratio 25.2% 26.8% 34.3% Net debt to undepreciated book capitalization ratio 21.3% 21.6% 27.8% Net debt to enterprise ratio 10.0% 12.9% 20.9% Interest coverage ratio 5.82x 5.39x 3.74x Fixed charge coverage ratio 5.28x 4.99x 3.44x Adjusted interest coverage ratio 6.57x 5.34x 3.95x Adjusted fixed charge coverage ratio 5.97x 4.95x 3.64x Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix.
On July 22, 2022, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 300,026 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
On October 28, 2025, Welltower filed a prospectus supplement with the SEC relating to the registration and possible issuance of up to 4,542,926 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of the OP Units tender their OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information. (3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information. (3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price. (4) Includes the disposition of unconsolidated equity method investments that owned 16 Seniors Housing Operating properties.
Please refer to "Item 1 — Business," "Item 1A — Risk Factors" in this Annual Report on Form 10-K for further discussion of these risk factors. Corporate Governance Maintaining investor confidence and trust is important in today's business environment.
Please refer to “Item 1 — Business,” “Item 1A — Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors. 57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Corporate Governance Maintaining investor confidence and trust is important in today’s business environment.
Key Transactions Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2024: • In October 2024, we entered into an equity distribution agreement whereby we may offer and sell up to $5,000,000,000 of common stock, which replaced our prior equity distribution agreement dated April, 2024, allowing us to sell up to $3,500,000,000 aggregate amount of our common stock (collectively, along with other previous agreements, referred to as the "ATM Programs").
Key Transactions Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2025: • In October 2025, we entered into the ATM Program pursuant to which we may offer and sell up to $7,500,000,000 of common stock, which replaced our prior equity distribution agreement dated March 28, 2025, allowing us to sell up to $7,500,000,000 of common stock (collectively, along with other previous agreements, referred to as the “ATM Programs”).
To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program.
In the event that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program.
The following table represents the changes in outstanding common stock for the period from January 1, 2022 to December 31, 2024 (in thousands): Year Ended December 31, 2024 2023 2022 Totals Beginning balance 564,241 490,508 447,239 447,239 Redemption of OP Units and DownREIT Units 495 336 5 836 Option exercises 18 4 2 24 ATM Program issuances 70,420 53,301 43,093 166,814 Equity issuances — 20,125 — 20,125 Other, net 115 (33) 169 251 Ending balance 635,289 564,241 490,508 635,289 Weighted average number of shares outstanding: Basic 602,975 515,629 462,185 Diluted 608,750 518,701 465,158 A portion of our earnings is derived primarily from long-term investments with predictable rates of return.
The following table represents the changes in outstanding common stock for the period from January 1, 2023 to December 31, 2025 (in thousands): Year Ended December 31, 2025 2024 2023 Totals Beginning balance 635,289 564,241 490,508 490,508 Redemption of OP Units and DownREIT Units 1,594 495 336 2,425 Option exercises 36 18 4 58 ATM Program issuances 56,121 70,420 53,301 179,842 Equity issuances 3,259 — 20,125 23,384 Other, net 208 115 (33) 290 Ending balance 696,507 635,289 564,241 696,507 Weighted average number of shares outstanding: Basic 665,639 602,975 515,629 Diluted 679,521 608,750 518,701 A portion of our earnings is derived primarily from long-term investments with predictable rates of return.
To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. 52 Item 7.
To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property.
Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment. In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk.
Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment. 54 Item 7.
(2) Based on foreign currency exchange rates in effect as of the balance sheet date. (3) Based on variable interest rates in effect as of December 31, 2024. (4) See Note 6 to our consolidated financial statements for additional information. (5) See Note 13 to our consolidated financial statements for additional information.
(2) Based on foreign currency exchange rates in effect as of the balance sheet date. 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (3) See Note 11 to our consolidated financial statements for additional information. (4) Based on variable interest rates in effect as of December 31, 2025.
The new facility is comprised of a $3,000,000,000 revolving line of credit maturing in June 2028 that can be extended for an additional year and a $2,000,000,000 revolving line of credit maturing in June 2029.
Also in July 2024, we closed on an expanded $5,000,000,000 unsecured revolving credit facility, which replaced our $4,000,000,000 existing line of credit. The new facility is comprised of a $3,000,000,000 revolving line of credit maturing in June 2028 that can be extended for an additional year and a $2,000,000,000 revolving line of credit maturing in June 2029.
At December 31, 2024, we had $3,506,586,000 of cash and cash equivalents, $204,871,000 of restricted cash and $5,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.
At December 31, 2025, we had $5,033,678,000 of cash and cash equivalents, $175,861,000 of restricted cash and $5,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.
On April 1, 2022, Welltower also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan ("DRIP") under which it may issue up to 15,000,000 shares of common stock.
In connection with the filing of the New Registration Statement, on March 28, 2025, Welltower filed with the SEC five prospectus supplements, as described below. On March 28, 2025, Welltower also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock.
The coverage ratios are based on earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Please refer to the section entitled "Non-GAAP Financial Measures" for further discussion and reconciliation of these measures.
The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted 56 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures.
The data are based on the closing prices as of December 31 for each of the five years presented. 2019 equals $100 and dividends are assumed to be reinvested. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 S & P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Welltower Inc. 100.00 82.51 113.03 110.90 126.31 180.71 FTSE NAREIT Equity 100.00 94.12 131.68 98.62 109.95 114.71 Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended.
The data are based on the closing prices as of December 31 for each of the five years presented. 2020 equals $100 and dividends are assumed to be reinvested. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 S & P 500 $ 100.00 $ 128.71 $ 105.04 $ 133.10 $ 166.40 $ 196.10 Welltower Inc. 100.00 137.00 108.00 153.10 219.00 328.20 FTSE NAREIT Equity 100.00 143.30 108.34 123.21 133.97 137.83 Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended.
During the year ended December 31, 2024, we sold 70,419,530 shares of common stock under our current and previous ATM Programs generating gross proceeds of approximately $7,452,108,000. • In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity.
During the year ended December 31, 2025, we sold 56,120,996 shares of common stock under our current and previous ATM Programs generating gross proceeds of approximately $8,949,394,000. • In June 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity.
Please refer to the section entitled "Non-GAAP Financial Measures" for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.
These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.
During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. 60 Item 7.
These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. 62
Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders ("FFO") and consolidated net operating income ("NOI"); however, these supplemental measures are not defined by U.S. 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations GAAP.
Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations.
Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.
Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.
For the year ended December 31, 2024, resident fees and services and rental income represented 75% and 20% of total revenues, respectively. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment.
Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.
During the three months ended December 31, 2024 , no OP Units were redeemed for common shares. On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program").
On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the “Stock Repurchase Program”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations • In July 2024, Welltower OP issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029 (the "2029 Exchangeable Notes") unless earlier exchanged, purchased or redeemed.
Management’s Discussion and Analysis of Financial Condition and Results of Operations In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity. In March 2024, we repaid our $950,000,000 3.625% senior unsecured notes at maturity. In July 2024, we issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029.
The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 $ % 2022 $ % $ % New development $ 827,900 $ 1,014,935 $ (187,035) -18 % $ 631,737 $ 383,198 61 % $ 196,163 31 % Recurring capital expenditures, tenant improvements and lease commissions 290,832 199,359 91,473 46 % 198,576 783 — % 92,256 46 % Renovations, redevelopments and other capital improvements 566,714 318,323 248,391 78 % 277,440 40,883 15 % 289,274 104 % Total $ 1,685,446 $ 1,532,617 $ 152,829 10 % $ 1,107,753 $ 424,864 38 % $ 577,693 52 % The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods.
The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % New development $ 437,731 $ 827,900 $ (390,169) -47 % $ 1,014,935 $ (187,035) -18 % $ (577,204) -57 % Recurring capital expenditures, tenant improvements and lease commissions 374,457 290,832 83,625 29 % 199,359 91,473 46 % 175,098 88 % Renovations, redevelopments and other capital improvements 675,806 566,714 109,092 19 % 318,323 248,391 78 % 357,483 112 % Total $ 1,487,994 $ 1,685,446 $ (197,452) -12 % $ 1,532,617 $ 152,829 10 % $ (44,623) -3 % The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods.
These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands): 56 Item 7.
These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.
Excludes amounts related to asset acquisitions under contract that have not yet closed as of December 31, 2024. Capital Structure Please refer to "Credit Strength" above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default.
(5) See Note 6 to our consolidated financial statements for additional information. (6) See Note 13 to our consolidated financial statements for additional information. Excludes amounts related to asset acquisitions under contract that have not yet closed as of December 31, 2025. Capital Structure Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends.
Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.
As of February 6, 2026, we had $5,617,290,000 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.
The following table summarizes our consolidated portfolio for the year ended December 31, 2024 (dollars in thousands): Percentage of Number of Type of Property NOI (1) NOI Properties Seniors Housing Operating $ 1,511,681 53.7 % 1,156 Triple-net 748,049 26.6 % 592 Outpatient Medical 556,477 19.7 % 371 Totals $ 2,816,207 100.0 % 2,119 (1) Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities.
The following table summarizes our consolidated portfolio for the year ended December 31, 2025 (dollars in thousands): Percentage of Number of Type of Property NOI (1) NOI Properties Seniors Housing Operating $ 2,289,475 57.2 % 1,786 Triple-net 1,163,813 29.1 % 811 Outpatient Medical 548,699 13.7 % 129 Totals $ 4,001,987 100.0 % 2,726 (1) Represents consolidated net operating income (“NOI”) and excludes our share of investments in unconsolidated entities.
(5) Exclud es $79,695,000 of net real property derecognized related to four properties upon the reclassification of one lease from operating to sales-type and includes $297,000,000 of net real property derecognized in the third quarter related to 11 properties upon reclassification of one lease from operating to sales-type for which the underlying properties were sold and the sales-type lease terminated in the fourth quarter.
(5) Excludes $342,201,000 of net real property derecognized related to 30 properties upon the reclassification from operating to sales-type leases and includes $465,198,000 of net real property derecognized related to 40 properties upon reclassification from operating to sales-type leases for which the underlying properties were sold and the sales-type lease terminated during the year.
In connection with the filing of the Shelf Form S-3, Welltower also filed with the SEC a prospectus supplement that will continue an offering that was previously covered by a prior registration statement relating to the registration of up to 475,327 sh ares of common stock of Welltower Inc.
The third prospectus supplement filed in connection with the New Registration Statement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 390,590 shares of common stock of Welltower Inc.
Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.
Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates. For the year ended December 31, 2025, resident fees and services and rental income represented 78% and 18% of total revenues, respectively.
Financing activities occurring during the year ended December 31, 2024 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our consolidated financial statements for additional information. In May 2023, we issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 .
Financing activities that occurred during the year ended December 31, 2025 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our consolidated financial statements for additional information. 58 Item 7.
Given the general economic conditions during 2023 and 2024, investments were generally funded proactively via issuances of common stock. Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders.
Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future and we expect to reinvest the proceeds from any investment dispositions in new investments.
Dispositions The following summarizes property dispositions completed during the year ended December 31, 2024 (dollars in thousands): Properties Proceeds (1) Book Amount (2) Capitalization Rates (3) Seniors Housing Operating (4) 31 $ 525,462 $ 390,226 4.3% Triple-net (5) 21 195,572 355,580 7.3% Outpatient Medical (4) 3 49,817 42,761 6.8% Totals 55 $ 770,851 $ 788,567 5.7% (1) Represents net proceeds received upon disposition, excluding non-cash consideration.
Dispositions The following summarizes property dispositions completed during the year ended December 31, 2025 (dollars in thousands): Properties Proceeds (1) Book Amount (2) Capitalization Rates (3) Seniors Housing Operating (4) 37 $ 556,859 $ 499,509 9.0% Triple-net (5) 58 1,152,913 696,018 7.2% Outpatient Medical 242 4,930,425 3,904,036 6.3% Totals 337 $ 6,640,197 $ 5,099,563 6.7% (1) Represents net proceeds received upon disposition, excluding non-cash consideration.
As of February 7, 2025, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement.
As of February 6, 2026, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. The first prospectus supplement filed in connection with the New Registration Statement related to the ATM Program (as defined below).
Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 $ % 2022 $ % $ % Cash, cash equivalents and restricted cash at beginning of period $ 2,076,083 $ 722,292 $ 1,353,791 187 % $ 346,755 $ 375,537 108 % $ 1,729,328 499 % Net cash provided from (used in): Operating activities 2,256,421 1,601,861 654,560 41 % 1,328,708 273,153 21 % 927,713 70 % Investing activities (5,514,681) (5,707,742) 193,061 -3 % (3,703,815) (2,003,927) 54 % (1,810,866) 49 % Financing activities 4,905,351 5,448,647 (543,296) -10 % 2,761,277 2,687,370 97 % 2,144,074 78 % Effect of foreign currency translation (11,717) 11,025 (22,742) n/a (10,633) 21,658 n/a (1,084) 10 % Cash, cash equivalents and restricted cash at end of period $ 3,711,457 $ 2,076,083 $ 1,635,374 79 % $ 722,292 $ 1,353,791 187 % $ 2,989,165 414 % Operating Activities Please see "Results of Operations" for discussion of net income fluctuations.
The following is a summary of our sources and uses of cash flows for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Cash, cash equivalents and restricted cash at beginning of period $ 3,711,457 $ 2,076,083 $ 1,635,374 79 % $ 722,292 $ 1,353,791 187 % $ 2,989,165 414 % Net cash provided from (used in): Operating activities 2,881,677 2,256,421 625,256 28 % 1,601,861 654,560 41 % 1,279,816 80 % Investing activities (10,512,749) (5,514,681) (4,998,068) 91 % (5,707,742) 193,061 -3 % (4,805,007) 84 % Financing activities 8,999,760 4,905,351 4,094,409 83 % 5,448,647 (543,296) -10 % 3,551,113 65 % Effect of foreign currency translation 129,394 (11,717) 141,111 n/a 11,025 (22,742) n/a 118,369 1,074 % Cash, cash equivalents and restricted cash at end of period $ 5,209,539 $ 3,711,457 $ 1,498,082 40 % $ 2,076,083 $ 1,635,374 79 % $ 3,133,456 151 % Operating Activities Please see “Results of Operations” for discussion of net income fluctuations.
Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2024 are as shown in the table below: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program October 1, 2024 through October 31, 2024 247 $ 129.29 — $ 3,000,000,000 November 1, 2024 through November 30, 2024 210 134.88 — 3,000,000,000 December 1, 2024 through December 31, 2024 383 134.88 — 3,000,000,000 Totals 840 $ 133.24 — $ 3,000,000,000 Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners may be redeemed, subject to certain conditions, for cash or common shares, at our option.
Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2025 are as shown in the table below: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program October 1, 2025 through October 31, 2025 627 $ 176.89 — $ 3,000,000,000 November 1, 2025 through November 30, 2025 2,000 175.12 — 3,000,000,000 December 1, 2025 through December 31, 2025 3,115 175.12 — 3,000,000,000 Totals 5,742 $ 175.31 — $ 3,000,000,000 During the three months ended December 31, 2025, we sold 1,286,848 shares of common stock in private placements in connection with acquisitions of certain properties and other transactions and arrangements, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On October 29, 2024, Welltower and Welltower OP entered into an equity distribution agreement with (i) the sales agents and forward sellers named therein and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $5,000,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the "ATM Program").
LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $7,500,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”).
Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information. 57 Item 7.
Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information. We have entered into put-call agreements with third parties in conjunction with certain development projects.
On October 8, 2024, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 23,471,419 shares of common stock of Welltower Inc.
The second such prospectus supplement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 23,471,419 shares of common stock of Welltower Inc.
Dollar senior unsecured notes $ 10,620,000 $ 1,250,000 $ 1,200,000 $ 3,870,000 $ 4,300,000 Canadian Dollar senior unsecured notes (2) 208,290 — 208,290 — — Pounds Sterling senior unsecured notes (2) 1,314,600 — — 688,600 626,000 U.S.
Dollar senior unsecured notes $ 11,620,000 $ 700,000 $ 2,285,000 $ 3,835,000 $ 4,800,000 Canadian Dollar senior unsecured notes (2) 218,760 — 218,760 — — Pounds Sterling senior unsecured notes (2) 1,411,725 — 739,475 — 672,250 U.S.
Inve stments The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, 2024 (dollars in thousands): Properties Book Amount (1) Capitalization Rates (2) Seniors Housing Operating 198 $ 4,542,752 7.2% Triple-net 52 1,126,492 8.4% Outpatient Medical 1 46,854 7.7% Totals 251 $ 5,716,098 7.5% (1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Properties Book Amount (1) Capitalization Rates (2) Seniors Housing Operating 624 $ 12,618,092 6.8% Triple-net 324 6,521,788 10.4% Outpatient Medical 1 24,128 5.8% Totals 949 $ 19,164,008 8.1% (1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP.
References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Executive Summary Company Overview Welltower Inc. (NYSE:WELL), a real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of healthcare infrastructure.
Unless stated otherwise or the context otherwise requires, references to “Welltower” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us” and “our” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Executive Summary Company Overview Welltower Inc.
During the year ended December 31, 2023, we sold 53,300,874 shares of common stock under our ATM Programs generating gross proceeds of approximately $4,313,007,000. In November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.
Please also refer to Note 10 for additional information. During the year ended December 31, 2024, we sold 70,419,530 shares of common stock under our ATM Programs, generating gross proceeds of approximately $7,452,108,000. See “Key Transactions” for a description of 2025 financing activities.
Removed
Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above. We are organized in an UPREIT structure. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc.
Added
Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners may be redeemed, subject to certain conditions, for cash or common shares, at our option. During the three months ended December 31, 2025, we redeemed 1,033,852 OP units for common shares.
Removed
("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger").
Added
Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc.
Removed
In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into Welltower OP, a Delaware limited liability company (the "LLC Conversion").

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

46 edited+44 added−6 removed52 unchanged
Biggest changeNon-segment/Corporate The following is a summary of our results of operations for the Non-segment/Corporate activities for the periods presented (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 $ % 2022 $ % $ % Revenues: Interest income $ 248,024 $ 166,985 $ 81,039 49 % $ 148,965 $ 18,020 12 % $ 99,059 66 % Other income 116,749 69,868 46,881 67 % 4,934 64,934 n/a 111,815 n/a Total revenues 364,773 236,853 127,920 54 % 153,899 82,954 54 % 210,874 137 % Property operating expenses 20,073 18,118 1,955 11 % 16,245 1,873 12 % 3,828 24 % NOI (1) 344,700 218,735 125,965 58 % 137,654 81,081 59 % 207,046 150 % Other expenses: Interest expense 523,244 540,859 (17,615) -3 % 475,645 65,214 14 % 47,599 10 % General and administrative expenses 235,491 179,091 56,400 31 % 150,390 28,701 19 % 85,101 57 % Loss (gain) on derivatives and financial instruments, net (27,899) (2,218) (25,681) n/a 6,835 (9,053) -132 % (34,734) -508 Loss (gain) on extinguishments of debt, net 419 — 419 n/a 199 (199) -100 % 220 111 % Provision for loan losses, net 10,125 9,512 613 6 % 10,320 (808) -8 % (195) -2 % Other expenses 9,583 4,020 5,563 138 % 20,064 (16,044) -80 % (10,481) -52 % Total expenses 750,963 731,264 19,699 3 % 663,453 67,811 10 % 87,510 13 % Loss from continuing operations before income taxes and other items (406,263) (512,529) 106,266 21 % (525,799) 13,270 3 % 119,536 23 % Income (loss) from unconsolidated entities 10,636 10,889 (253) -2 % 5,588 5,301 95 % 5,048 90 % Income tax (expense) benefit (2,700) (6,364) 3,664 58 % (7,247) 883 12 % 4,547 63 % Loss from continuing operations (398,327) (508,004) 109,677 22 % (527,458) 19,454 4 % 129,131 24 % Net income (loss) (398,327) (508,004) 109,677 22 % (527,458) 19,454 4 % 129,131 24 % Less: Net income (loss) attributable to noncontrolling interests 2,800 907 1,893 209 % (37) 944 n/a 2,837 n/a Net loss attributable to common stockholders $ (401,127) $ (508,911) $ 107,784 21 % $ (527,421) $ 18,510 4 % $ 126,294 24 % (1) See Non-GAAP Financial Measures below.
Biggest changeNon-segment/Corporate The following is a summary of our results of operations for the Non-segment/Corporate activities for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Interest income $ 244,094 $ 248,024 $ (3,930) -2 % $ 166,985 $ 81,039 49 % $ 77,109 46 % Other income 125,871 116,749 9,122 8 % 69,868 46,881 67 % 56,003 80 % Total revenues 369,965 364,773 5,192 1 % 236,853 127,920 54 % 133,112 56 % Property operating expenses 21,999 20,073 1,926 10 % 18,118 1,955 11 % 3,881 21 % NOI (1) 347,966 344,700 3,266 1 % 218,735 125,965 58 % 129,231 59 % Other expenses: Interest expense 563,119 523,244 39,875 8 % 540,859 (17,615) -3 % 22,260 4 % General and administrative expenses 1,748,435 235,491 1,512,944 642 % 179,091 56,400 31 % 1,569,344 876 % Loss (gain) on derivatives and financial instruments, net 22,407 (27,899) 50,306 180 % (2,218) (25,681) n/a 24,625 n/a Loss (gain) on extinguishments of debt, net — 419 (419) -100 % — 419 n/a — n/a Provision for loan losses, net (9,416) 10,125 (19,541) -193 % 9,512 613 6 % (18,928) -199 % Other expenses 2,316 9,583 (7,267) -76 % 4,020 5,563 138 % (1,704) -42 % Total expenses 2,326,861 750,963 1,575,898 210 % 731,264 19,699 3 % 1,595,597 218 % Loss from continuing operations before income taxes and other items (1,978,895) (406,263) (1,572,632) -387 % (512,529) 106,266 21 % (1,466,366) -286 % Income (loss) from unconsolidated entities 17,054 10,636 6,418 60 % 10,889 (253) -2 % 6,165 57 % Income tax (expense) benefit 7,116 (2,700) 9,816 364 % (6,364) 3,664 58 % 13,480 212 % Loss from continuing operations (1,954,725) (398,327) (1,556,398) -391 % (508,004) 109,677 22 % (1,446,721) -285 % Net income (loss) (1,954,725) (398,327) (1,556,398) -391 % (508,004) 109,677 22 % (1,446,721) -285 % Less: Net income (loss) attributable to noncontrolling interests 13,660 2,800 10,860 388 % 907 1,893 209 % 12,753 n/a Net loss attributable to common stockholders $ (1,968,385) $ (401,127) $ (1,567,258) -391 % $ (508,911) $ 107,784 21 % $ (1,459,474) -287 % (1) See Non-GAAP Financial Measures below.
Book capitalization represents the sum of net debt (defined as total long-term debt excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock.
Book capitalization represents the sum of net debt (defined as total long-term debt excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock.
Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. 68 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S.
Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. 70 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S.
In response, the National Association of Real Estate Investment Trusts ("NAREIT") created funds from operations attributable to common stockholders ("FFO") as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S.
In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S.
Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us. 74 Item 7.
Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us. 76 Item 7.
We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties. EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization.
We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our portfolio. EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization.
Same store NOI ("SSNOI") is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio.
Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio.
GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairment of assets. Amounts are in thousands except for per share data.
GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and acquisitions of controlling interests, net and impairment of assets. Amounts are in thousands except for per share data.
For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. During the year ended December 31, 2024, we recognized provision for loan losses of $10,125,000, which includes changes in the reserve based on our historical loss experience.
For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. During the year ended December 31, 2025, we recognized provision for loan losses of $(9,416,000), which includes changes in the reserve based on our historical loss experience.
Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.
Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.
(4) Represents properties that are either closed or being closed. 71 Item 7.
(4) Represents properties that are either closed or being closed. 73 Item 7.
No impairment losses related to investments in unconsolidated entities were recorded during the year ended December 31, 2024. 75 Item 7.
No impairment losses related to investments in unconsolidated entities were recorded during the year ended December 31, 2025. 77 Item 7.
The following is a summary of our Outpatient Medical secured debt principal activity (dollars in thousands): Year Ended December 31, 2024 2023 2022 Beginning balance $ 229,137 $ 388,836 $ 530,254 Debt assumed — 46,741 — Debt extinguished (137,011) (200,955) (131,582) Principal payments (3,038) (5,485) (9,836) Ending balance $ 89,088 $ 229,137 $ 388,836 Ending weighted average interest 4.19 % 5.42 % 4.38 % A portion of our Outpatient Medical property investments were formed through partnerships.
The following is a summary of our Outpatient Medical secured debt principal activity (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 89,088 $ 229,137 $ 388,836 Debt assumed — — 46,741 Debt extinguished (87,343) (137,011) (200,955) Principal payments (1,745) (3,038) (5,485) Ending balance $ — $ 89,088 $ 229,137 Ending weighted average interest — % 4.19 % 5.42 % A portion of our Outpatient Medical property investments were formed through partnerships.
Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, fluctuations in interest rates, extinguishments and principal amortizations.
The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, extinguishments and principal amortizations.
(2) Represents the write-off or recovery of straight-line rent receivables balances relating to leases placed on cash recognition. 73 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our leverage ratios include book capitalization, undepreciated book capitalization and enterprise value.
(2) Represents the write-off of straight-line rent receivable and unamortized lease incentive balances relating to leases placed on cash recognition. 75 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our leverage ratios include book capitalization, undepreciated book capitalization and enterprise value.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of Critical Accounting Estimate Assumptions/Approach Used Principles of Consolidation The consolidated financial statements include our accounts, the accounts of our wholly owned subsidiaries and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests.
Principles of Consolidation The consolidated financial statements include our accounts, the accounts of our wholly-owned subsidiaries and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests.
Year Ended December 31, FFO Reconciliation: 2024 2023 2022 Net income attributable to common stockholders $ 951,680 $ 340,094 $ 141,214 Depreciation and amortization 1,632,093 1,401,101 1,310,368 Impairment of assets 92,793 36,097 17,502 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (451,611) (67,898) (16,043) Noncontrolling interests (30,812) (46,393) (56,529) Unconsolidated entities 129,290 100,226 81,560 Funds from operations attributable to common stockholders $ 2,323,433 $ 1,763,227 $ 1,478,072 Average diluted shares outstanding: 608,750 518,701 465,158 Per diluted share data: Net income attributable to common stockholders (1) $ 1.57 $ 0.66 $ 0.30 Funds from operations attributable to common stockholders $ 3.82 $ 3.40 $ 3.18 (1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.
Year Ended December 31, FFO Reconciliation: 2025 2024 2023 Net income attributable to common stockholders $ 936,845 $ 951,680 $ 340,094 Depreciation and amortization 2,084,868 1,632,093 1,401,101 Impairment of assets 121,283 92,793 36,097 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Noncontrolling interests (13,144) (30,812) (46,393) Unconsolidated entities 137,143 129,290 100,226 Funds from operations attributable to common stockholders $ 1,817,952 $ 2,323,433 $ 1,763,227 Average diluted shares outstanding: 679,521 608,750 518,701 Per diluted share data: Net income attributable to common stockholders (1) $ 1.39 $ 1.57 $ 0.66 Funds from operations attributable to common stockholders $ 2.68 $ 3.82 $ 3.40 (1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.
Year Ended December 31, 2024 2023 2022 Book capitalization: Unsecured credit facility and commercial paper $ — $ — $ — Long-term debt obligations (1) 15,608,294 15,815,226 14,661,552 Cash and cash equivalents and restricted cash (3,711,457) (2,076,083) (722,292) Total net debt 11,896,837 13,739,143 13,939,260 Total equity and noncontrolling interests (2) 32,572,586 26,371,727 21,393,996 Book capitalization $ 44,469,423 $ 40,110,870 $ 35,333,256 Net debt to book capitalization ratio 26.8 % 34.3 % 39.5 % Undepreciated book capitalization: Total net debt $ 11,896,837 $ 13,739,143 $ 13,939,260 Accumulated depreciation and amortization 10,626,263 9,274,814 8,075,733 Total equity and noncontrolling interests (2) 32,572,586 26,371,727 21,393,996 Undepreciated book capitalization $ 55,095,686 $ 49,385,684 $ 43,408,989 Net debt to undepreciated book capitalization ratio 21.6 % 27.8 % 32.1 % Enterprise value: Common shares outstanding 635,289 564,241 490,509 Period end share price $ 126.03 $ 90.17 $ 65.55 Common equity market capitalization $ 80,065,473 $ 50,877,611 $ 32,152,865 Total net debt 11,896,837 13,739,143 13,939,260 Noncontrolling interests (2) 616,378 967,351 1,099,182 Consolidated enterprise value $ 92,578,688 $ 65,584,105 $ 47,191,307 Net debt to consolidated enterprise value ratio 12.9 % 20.9 % 29.5 % (1) Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets.
Year Ended December 31, 2025 2024 2023 Book capitalization: Unsecured credit facility and commercial paper $ — $ — $ — Long-term debt obligations (1) 19,737,446 15,608,294 15,815,226 Cash and cash equivalents and restricted cash (5,209,539) (3,711,457) (2,076,083) Total net debt 14,527,907 11,896,837 13,739,143 Total equity and noncontrolling interests (2) 43,202,939 32,572,586 26,371,727 Book capitalization $ 57,730,846 $ 44,469,423 $ 40,110,870 Net debt to book capitalization ratio 25.2 % 26.8 % 34.3 % Undepreciated book capitalization: Total net debt $ 14,527,907 $ 11,896,837 $ 13,739,143 Accumulated depreciation and amortization 10,350,621 10,626,263 9,274,814 Total equity and noncontrolling interests (2) 43,202,939 32,572,586 26,371,727 Undepreciated book capitalization $ 68,081,467 $ 55,095,686 $ 49,385,684 Net debt to undepreciated book capitalization ratio 21.3 % 21.6 % 27.8 % Enterprise value: Common shares outstanding 696,507 635,289 564,241 Period end share price $ 185.61 $ 126.03 $ 90.17 Common equity market capitalization $ 129,278,664 $ 80,065,473 $ 50,877,611 Total net debt 14,527,907 11,896,837 13,739,143 Noncontrolling interests (2) 1,073,441 616,378 967,351 Consolidated enterprise value $ 144,880,012 $ 92,578,688 $ 65,584,105 Net debt to consolidated enterprise value ratio 10.0 % 12.9 % 20.9 % (1) Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets.
Please see Non-GAAP Financial Measures for additional information and reconciliations. During the year ended December 31, 2024, we recorded an impairment charge of $1,571,000 related to one property. No impairment was recorded in 2023. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs.
Please see Non-GAAP Financial Measures below for additional information and reconciliations. During the year ended December 31, 2025, we recorded an impairment charge of $45,236,000 related to four properties. During the year ended December 31, 2024, we recorded impairment charges of $1,571,000 related to one property. Transaction costs related to asset acquisitions are capitalized as a component of purchase price.
However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient.
GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient.
GAAP measure, for the years presented (dollars in thousands): Year Ended December 31, NOI Reconciliation: 2024 2023 2022 Net income (loss) $ 972,857 $ 358,139 $ 160,568 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (451,611) (67,898) (16,043) Loss (income) from unconsolidated entities 496 53,442 21,290 Income tax expense (benefit) 2,700 6,364 7,247 Other expenses 117,459 108,341 101,670 Impairment of assets 92,793 36,097 17,502 Provision for loan losses, net 10,125 9,809 10,320 Loss (gain) on extinguishment of debt, net 2,130 7 680 Loss (gain) on derivatives and financial instruments, net (27,887) (2,120) 8,334 General and administrative expenses 235,491 179,091 150,390 Depreciation and amortization 1,632,093 1,401,101 1,310,368 Interest expense 574,261 607,846 529,519 Consolidated net operating income (NOI) $ 3,160,907 $ 2,690,219 $ 2,301,845 NOI by segment: Seniors Housing Operating $ 1,511,681 $ 1,108,039 $ 945,505 Triple-net 748,049 844,912 746,228 Outpatient Medical 556,477 518,533 472,458 Non-segment/Corporate 344,700 218,735 137,654 Total NOI $ 3,160,907 $ 2,690,219 $ 2,301,845 69 Item 7.
GAAP measure, for the years presented (in thousands): Year Ended December 31, NOI Reconciliation: 2025 2024 2023 Net income (loss) $ 961,837 $ 972,857 $ 358,139 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Loss (income) from unconsolidated entities 14,297 496 53,442 Income tax expense (benefit) (7,116) 2,700 6,364 Other expenses 201,201 117,459 108,341 Impairment of assets 121,283 92,793 36,097 Provision for loan losses, net (9,416) 10,125 9,809 Loss (gain) on extinguishment of debt, net 9,245 2,130 7 Loss (gain) on derivatives and financial instruments, net 22,407 (27,887) (2,120) General and administrative expenses 1,748,435 235,491 179,091 Depreciation and amortization 2,084,868 1,632,093 1,401,101 Interest expense 651,955 574,261 607,846 Consolidated net operating income (NOI) $ 4,349,953 $ 3,160,907 $ 2,690,219 NOI by segment: Seniors Housing Operating $ 2,289,475 $ 1,511,681 $ 1,108,039 Triple-net 1,163,813 748,049 844,912 Outpatient Medical 548,699 556,477 518,533 Non-segment/Corporate 347,966 344,700 218,735 Total NOI $ 4,349,953 $ 3,160,907 $ 2,690,219 71 Item 7.
Year Ended December 31, Adjusted EBITDA Reconciliation: 2024 2023 2022 Net income (loss) $ 972,857 $ 358,139 $ 160,568 Interest expense 574,261 607,846 529,519 Income tax expense (benefit) 2,700 6,364 7,247 Depreciation and amortization 1,632,093 1,401,101 1,310,368 EBITDA 3,181,911 2,373,450 2,007,702 Loss (income) from unconsolidated entities 496 53,442 21,290 Stock-based compensation expense 74,482 36,611 26,027 Loss (gain) on extinguishment of debt, net 2,130 7 680 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (451,611) (67,898) (16,043) Impairment of assets 92,793 36,097 17,502 Provision for loan losses, net 10,125 9,809 10,320 Loss (gain) on derivatives and financial instruments, net (27,887) (2,120) 8,334 Other expenses 117,459 108,341 101,670 Lease termination and leasehold interest adjustment (1) — (65,485) (64,854) Casualty losses, net of recoveries 12,261 10,107 10,391 Other impairment, net (2) 139,652 16,642 (620) Adjusted EBITDA $ 3,151,811 $ 2,509,003 $ 2,122,399 Adjusted Interest Coverage Ratio: Interest expense $ 574,261 $ 607,846 $ 529,519 Capitalized interest 58,115 50,699 30,491 Non-cash interest expense (42,388) (23,494) (21,754) Total interest 589,988 635,051 538,256 EBITDA $ 3,181,911 $ 2,373,450 $ 2,007,702 Interest coverage ratio 5.39x 3.74x 3.73x Adjusted EBITDA $ 3,151,811 $ 2,509,003 $ 2,122,399 Adjusted interest coverage ratio 5.34x 3.95x 3.94x Adjusted Fixed Charge Coverage Ratio: Total interest $ 589,988 $ 635,051 $ 538,256 Secured debt principal payments 47,329 54,076 58,114 Total fixed charges 637,317 689,127 596,370 EBITDA $ 3,181,911 $ 2,373,450 $ 2,007,702 Fixed charge coverage ratio 4.99x 3.44x 3.37x Adjusted EBITDA $ 3,151,811 $ 2,509,003 $ 2,122,399 Adjusted fixed charge coverage ratio 4.95x 3.64x 3.56x (1) Primarily relates to the derecognition of leasehold interests and the gain recognized in other income.
Year Ended December 31, Adjusted EBITDA Reconciliation: 2025 2024 2023 Net income (loss) $ 961,837 $ 972,857 $ 358,139 Interest expense 651,955 574,261 607,846 Income tax expense (benefit) (7,116) 2,700 6,364 Depreciation and amortization 2,084,868 1,632,093 1,401,101 EBITDA 3,691,544 3,181,911 2,373,450 Loss (income) from unconsolidated entities 14,297 496 53,442 Stock-based compensation expense 1,555,858 74,482 36,611 Loss (gain) on extinguishment of debt, net 9,245 2,130 7 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Impairment of assets 121,283 92,793 36,097 Provision for loan losses, net (9,416) 10,125 9,809 Loss (gain) on derivatives and financial instruments, net 22,407 (27,887) (2,120) Other expenses 201,201 117,459 108,341 Lease termination and leasehold interest adjustment (1) — — (65,485) Casualty losses, net of recoveries 11,367 12,261 10,107 Other impairment, net (2) 604 139,652 16,642 Adjusted EBITDA $ 4,169,347 $ 3,151,811 $ 2,509,003 Adjusted Interest Coverage Ratio: Interest expense $ 651,955 $ 574,261 $ 607,846 Capitalized interest 33,799 58,115 50,699 Non-cash interest expense (51,629) (42,388) (23,494) Total interest 634,125 589,988 635,051 EBITDA $ 3,691,544 $ 3,181,911 $ 2,373,450 Interest coverage ratio 5.82x 5.39x 3.74x Adjusted EBITDA $ 4,169,347 $ 3,151,811 $ 2,509,003 Adjusted interest coverage ratio 6.57x 5.34x 3.95x Adjusted Fixed Charge Coverage Ratio: Total interest $ 634,125 $ 589,988 $ 635,051 Secured financing principal amortization 64,408 47,329 54,076 Total fixed charges 698,533 637,317 689,127 EBITDA $ 3,691,544 $ 3,181,911 $ 2,373,450 Fixed charge coverage ratio 5.28x 4.99x 3.44x Adjusted EBITDA $ 4,169,347 $ 3,151,811 $ 2,509,003 Adjusted fixed charge coverage ratio 5.97x 4.95x 3.64x (1) Primarily relates to the derecognition of leasehold interests and the gain recognized in other income.
We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower Share").
We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property (“Welltower Share”). To arrive at Welltower’s Share, NOI is adjusted by adding our minority ownership share related 69 Item 7.
Please refer to Note 10 of our consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances.
Please refer to Note 10 of our consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program.
During the year ended December 31, 2024, we disbursed $3,525,449,000 of cash related to real estate asset acquisitions and business combinations. 76 Item 7.
During the year ended December 31, 2025, we disbursed $13,913,975,000 of net cash related to real estate asset acquisitions and business combinations.
At December 31, 2024, our net real property owned was approximately $40,673,242,000 and investments in unconsolidated entities totaled $1,768,772,000. During the year ended December 31, 2024, we recorded impairment charges of $92,793,000 related to 18 Seniors Housing Operating properties, three Triple-net properties and one Outpatient Medical property.
At December 31, 2025, our net real property owned was approximately $53,423,291,000 and investments in unconsolidated entities totaled $1,809,590,000. During the year ended December 31, 2025, we recorded impairment charges of $121,283,000 related to 10 Seniors Housing Operating properties, eight Triple-net properties and four Outpatient Medical properties.
These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase.
Of our remaining leases, many contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period.
Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The increase from prior year is attribute to the gain recognized as part of the sale of one our unconsolidated properties.
Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner.
However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation.
Other Non-GAAP Financial Measures We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S.
If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary. Allowance for Credit Losses on Loans Receivable The allowance for credit losses is maintained at a level believed adequate to absorb potential losses in our loans receivable.
If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary. 78 Item 7.
Please refer to Note 15 for additional information related to these grants. Other expenses includes noncapitalizable legal expenses. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as taxable REIT subsidiaries.
The fluctuation in provision for loan losses, net is related to adjustments to reserve for loan losses under the current expected credit losses accounting standard. Other expenses includes noncapitalizable legal expenses. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as taxable REIT subsidiaries.
General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2024, 2023 and 2022 were 2.95% , 2.70% and 2.57%, respectively. The increase during the year ended December 31, 2024 is primarily driven by compensation costs associated with increased employee headcount.
General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2025, 2024 and 2023 were 16.13%, 2.95% and 2.70%, respectively.
Acquisitions and development conversions are included in SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI.
Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI.
The following is a summary of our SSNOI at Welltower share for the Outpatient Medical segment (dollars in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2024 December 31, 2023 $ % December 31, 2024 December 31, 2023 $ % SSNOI (1) $ 129,752 $ 128,417 $ 1,335 1.0 % $ 481,635 $ 472,136 $ 9,499 2.0 % (1) Relates to 415 properties for the QTD Pool and 379 properties for the YTD Pool.
The following is a summary of our SSNOI at Welltower share for the Outpatient Medical segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI (1) $ 23,778 $ 23,223 $ 555 2.4 % $ 83,298 $ 81,245 $ 2,053 2.5 % (1) Relates to 104 properties for the QTD Pool and 102 properties for the YTD Pool.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Outpatient Medical The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 $ % 2022 $ % $ % Revenues: Rental income $ 792,981 $ 741,322 $ 51,659 7 % $ 669,457 $ 71,865 11 % $ 123,524 18 % Other income 9,132 9,167 (35) — % 8,998 169 2 % 134 1 % Total revenues 802,113 750,489 51,624 7 % 678,455 72,034 11 % 123,658 18 % Property operating expenses 245,636 231,956 13,680 6 % 205,997 25,959 13 % 39,639 19 % NOI (1) 556,477 518,533 37,944 7 % 472,458 46,075 10 % 84,019 18 % Other expenses: Depreciation and amortization 266,147 263,302 2,845 1 % 239,681 23,621 10 % 26,466 11 % Interest expense 1,150 10,543 (9,393) -89 % 18,078 (7,535) -42 % (16,928) -94 % Loss (gain) on extinguishment of debt, net — 7 (7) -100 % 15 (8) -53 % (15) -100 % Impairment of assets 1,571 — 1,571 n/a 761 (761) -100 % 810 106 % Other expenses 648 2,289 (1,641) -72 % 2,537 (248) -10 % (1,889) -74 % 269,516 276,141 (6,625) -2 % 261,072 15,069 6 % 8,444 3 % Income (loss) from continuing operations before income taxes and other item 286,961 242,392 44,569 18 % 211,386 31,006 15 % 75,575 36 % Income (loss) from unconsolidated entities 5,046 (549) 5,595 n/a (2,626) 2,077 79 % 7,672 292 % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 8,076 (651) 8,727 n/a (6,399) 5,748 90 % 14,475 226 % Income (loss) from continuing operations 300,083 241,192 58,891 24 % 202,361 38,831 19 % 97,722 48 % Net income (loss) 300,083 241,192 58,891 24 % 202,361 38,831 19 % 97,722 48 % Less: Net income (loss) attributable to noncontrolling interests 1,307 1,309 (2) — % 6,919 (5,610) -81 % (5,612) -81 % Net income (loss) attributable to common stockholders $ 298,776 $ 239,883 $ 58,893 25 % $ 195,442 $ 44,441 23 % $ 103,334 53 % (1) See Non-GAAP Financial Measures below.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Outpatient Medical The following is a summary of our results of operations for the Outpatient Medical segment for the years presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Rental income $ 774,421 $ 792,981 $ (18,560) -2 % $ 741,322 $ 51,659 7 % $ 33,099 4 % Other income 7,511 9,132 (1,621) -18 % 9,167 (35) — % (1,656) -18 % Total revenues 781,932 802,113 (20,181) -3 % 750,489 51,624 7 % 31,443 4 % Property operating expenses 233,233 245,636 (12,403) -5 % 231,956 13,680 6 % 1,277 1 % NOI (1) 548,699 556,477 (7,778) -1 % 518,533 37,944 7 % 30,166 6 % Other expenses: Depreciation and amortization 216,474 266,147 (49,673) -19 % 263,302 2,845 1 % (46,828) -18 % Interest expense 769 1,150 (381) -33 % 10,543 (9,393) -89 % (9,774) -93 % Loss (gain) on extinguishment of debt, net 3,089 — 3,089 n/a 7 (7) -100 % 3,082 n/a Impairment of assets 45,236 1,571 43,665 n/a — 1,571 n/a 45,236 n/a Other expenses 2,574 648 1,926 297 % 2,289 (1,641) -72 % 285 12 % 268,142 269,516 (1,374) -1 % 276,141 (6,625) -2 % (7,999) -3 % Income (loss) from continuing operations before income taxes and other item 280,557 286,961 (6,404) -2 % 242,392 44,569 18 % 38,165 16 % Income (loss) from unconsolidated entities (764) 5,046 (5,810) -115 % (549) 5,595 n/a (215) -39 % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 902,985 8,076 894,909 n/a (651) 8,727 n/a 903,636 n/a Income (loss) from continuing operations 1,182,778 300,083 882,695 294 % 241,192 58,891 24 % 941,586 390 % Net income (loss) 1,182,778 300,083 882,695 294 % 241,192 58,891 24 % 941,586 390 % Less: Net income (loss) attributable to noncontrolling interests 1,926 1,307 619 47 % 1,309 (2) — % 617 47 % Net income (loss) attributable to common stockholders $ 1,180,852 $ 298,776 $ 882,076 295 % $ 239,883 $ 58,893 25 % $ 940,969 392 % (1) See Non-GAAP Financial Measures below.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI: QTD Pool YTD Pool SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total Consolidated properties 1,156 592 371 2,119 1,156 592 371 2,119 Unconsolidated properties 76 — 76 152 76 — 76 152 Total properties 1,232 592 447 2,271 1,232 592 447 2,271 Recent acquisitions and development conversions (1) (167) (74) (12) (253) (282) (106) (48) (436) Under development (34) — (8) (42) (34) — (8) (42) Under redevelopment (2) (2) (4) (2) (8) (2) (4) (2) (8) Current held for sale (22) (1) — (23) (22) (1) — (23) Land parcels, loans and leased properties (105) (8) (9) (122) (105) (8) (9) (122) Transitions (3) (234) (19) — (253) (234) (19) — (253) Other (4) (8) (4) (1) (13) (8) (4) (1) (13) Same store properties 660 482 415 1,557 545 450 379 1,374 (1) Acquisitions and development conversions will enter the QTD Pool five full quarters and the YTD Pool eight full quarters after acquisition or certificate of occupancy.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI: QTD Pool YTD Pool SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total Consolidated properties 1,786 811 129 2,726 1,786 811 129 2,726 Unconsolidated properties 101 — 73 174 101 — 73 174 Total properties 1,887 811 202 2,900 1,887 811 202 2,900 Recent acquisitions and development conversions (1) (586) (312) (8) (906) (823) (359) (10) (1,192) Under development (43) — — (43) (43) — — (43) Under redevelopment (2) (2) (1) — (3) (2) (1) — (3) Current held for sale (13) (3) (82) (98) (13) (3) (82) (98) Land parcels, loans and leased properties (174) (34) (8) (216) (174) (34) (8) (216) Transitions (3) (185) (28) — (213) (185) (28) — (213) Other (4) (9) (2) — (11) (9) (2) — (11) Same store properties 875 431 104 1,410 638 384 102 1,124 (1) Acquisitions and development conversions will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters from acquisition or certificate of occupancy.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Quarterly NOI by Segment: (in thousands) Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Seniors Housing Operating: Total revenues $ 1,361,737 $ 1,134,130 $ 1,395,373 $ 1,162,344 $ 1,514,022 $ 1,201,705 $ 1,764,329 $ 1,265,368 $ 6,035,461 $ 4,763,547 Property operating expenses 1,019,347 883,784 1,034,906 885,187 1,135,887 918,990 1,333,640 967,547 4,523,780 3,655,508 Consolidated NOI $ 342,390 $ 250,346 $ 360,467 $ 277,157 $ 378,135 $ 282,715 $ 430,689 $ 297,821 $ 1,511,681 $ 1,108,039 Triple-net: Total revenues $ 222,943 $ 204,709 $ 142,082 $ 266,015 $ 228,649 $ 196,809 $ 195,097 $ 219,573 $ 788,771 $ 887,106 Property operating expenses 10,817 11,723 10,495 10,598 9,345 10,044 10,065 9,829 40,722 42,194 Consolidated NOI $ 212,126 $ 192,986 $ 131,587 $ 255,417 $ 219,304 $ 186,765 $ 185,032 $ 209,744 $ 748,049 $ 844,912 Outpatient Medical: Total revenues $ 198,310 $ 184,740 $ 197,237 $ 186,097 $ 204,995 $ 191,860 $ 201,571 $ 187,792 $ 802,113 $ 750,489 Property operating expenses 62,463 58,365 61,185 58,697 62,778 62,204 59,210 52,690 245,636 231,956 Consolidated NOI $ 135,847 $ 126,375 $ 136,052 $ 127,400 $ 142,217 $ 129,656 $ 142,361 $ 135,102 $ 556,477 $ 518,533 Non-segment/Corporate: Total revenues $ 76,751 $ 37,150 $ 90,192 $ 51,022 $ 107,997 $ 71,639 $ 89,833 $ 77,042 $ 364,773 $ 236,853 Property operating expenses 4,286 3,881 4,711 4,190 4,691 4,035 6,385 6,012 20,073 18,118 Consolidated NOI $ 72,465 $ 33,269 $ 85,481 $ 46,832 $ 103,306 $ 67,604 $ 83,448 $ 71,030 $ 344,700 $ 218,735 70 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Quarterly NOI by Segment: (in thousands) Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Seniors Housing Operating: Total revenues $ 1,867,871 $ 1,361,737 $ 1,975,732 $ 1,395,373 $ 2,070,115 $ 1,514,022 $ 2,575,377 $ 1,764,329 $ 8,489,095 $ 6,035,461 Property operating expenses 1,384,684 1,019,347 1,438,277 1,034,906 1,499,215 1,135,887 1,877,444 1,333,640 6,199,620 4,523,780 Consolidated NOI $ 483,187 $ 342,390 $ 537,455 $ 360,467 $ 570,900 $ 378,135 $ 697,933 $ 430,689 $ 2,289,475 $ 1,511,681 Triple-net: Total revenues $ 255,030 $ 222,943 $ 273,754 $ 142,082 $ 286,637 $ 228,649 $ 381,621 $ 195,097 $ 1,197,042 $ 788,771 Property operating expenses 8,818 10,817 8,652 10,495 8,227 9,345 7,532 10,065 33,229 40,722 Consolidated NOI $ 246,212 $ 212,126 $ 265,102 $ 131,587 $ 278,410 $ 219,304 $ 374,089 $ 185,032 $ 1,163,813 $ 748,049 Outpatient Medical: Total revenues $ 211,016 $ 198,310 $ 211,811 $ 197,237 $ 215,172 $ 204,995 $ 143,933 $ 201,571 $ 781,932 $ 802,113 Property operating expenses 64,606 62,463 62,834 61,185 63,319 62,778 42,474 59,210 233,233 245,636 Consolidated NOI $ 146,410 $ 135,847 $ 148,977 $ 136,052 $ 151,853 $ 142,217 $ 101,459 $ 142,361 $ 548,699 $ 556,477 Non-segment/Corporate: Total revenues $ 89,170 $ 76,751 $ 86,947 $ 90,192 $ 113,768 $ 107,997 $ 80,080 $ 89,833 $ 369,965 $ 364,773 Property operating expenses 4,282 4,286 4,948 4,711 6,287 4,691 6,482 6,385 21,999 20,073 Consolidated NOI $ 84,888 $ 72,465 $ 81,999 $ 85,481 $ 107,481 $ 103,306 $ 73,598 $ 83,448 $ 347,966 $ 344,700 72 Item 7.
Property operating expenses represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio.
Other income is primarily due to interest earned on deposits. Property operating expenses primarily represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio. The following is a summary of our Non-segment/Corporate interest expense for the periods presented (in thousands): 68 Item 7.
The following is a summary of our Non-segment/Corporate interest expense for the periods presented (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2024 2023 $ % 2022 $ % $ % Senior unsecured notes $ 497,223 $ 508,681 $ (11,458) -2 % $ 436,185 $ 72,496 17 % $ 61,038 14 % Unsecured credit facility and commercial paper program 6,239 6,977 (738) -11 % 19,576 (12,599) -64 % (13,337) -68 % Loan expense 19,782 25,201 (5,419) -22 % 19,884 5,317 27 % (102) -1 % Totals $ 523,244 $ 540,859 $ (17,615) -3 % $ 475,645 $ 65,214 14 % $ 47,599 10 % The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Senior unsecured notes $ 501,993 $ 497,223 $ 4,770 1 % $ 508,681 $ (11,458) -2 % $ (6,688) -1 % Unsecured credit facility and commercial paper program 15,283 6,239 9,044 145 % 6,977 (738) -11 % 8,306 119 % Loan expenses and other 45,843 19,782 26,061 132 % 25,201 (5,419) -22 % 20,642 82 % Totals $ 563,119 $ 523,244 $ 39,875 8 % $ 540,859 $ (17,615) -3 % $ 22,260 4 % The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity.
Changes in the gains/losses on sales of properties are related to the volume and timing of property sales and the sales pri ces, which are further discussed in Note 5 to our consolidated financial statements. During the year ended December 31, 2024, we completed construction conversions representing $228,515,000 or $1,563 per square foot.
The fluctuation in other expenses is primarily due to noncapitalizable transaction costs. Changes in the gains/losses on sales of properties are related to the volume and timing of property sales and the sales pri ces, which are further discussed in Note 5 to our consolidated financial statements.
Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the HC-One Group transactions that closed in 2021 and 2023. Other Non-GAAP Financial Measures We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements.
Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the HC-One Group transactions that closed in 2021 and 2023. These warrants were settled in conjunction with the HC-One Group acquisition. Please refer to Notes 3 and 12 for additional information related to the acquisition and related warrants.
The fluctuations in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during 2023 and 2024. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.
To the extent that we acquire, classify as held for sale or dispose of additional properties in the future, these amounts will change accordingly.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools (dollars in thousands): QTD Pool YTD Pool Three Months Ended Twelve Months Ended SSNOI Reconciliations: December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Seniors Housing Operating: Consolidated NOI $ 430,689 $ 297,821 $ 1,511,681 $ 1,108,039 NOI attributable to unconsolidated investments 23,282 20,488 90,812 65,281 NOI attributable to noncontrolling interests (12,369) (15,688) (52,437) (62,838) NOI attributable to non-same store properties (143,604) (62,817) (571,693) (294,139) Non-cash NOI attributable to same store properties (1,834) (2,757) (756) (2,328) Currency and ownership adjustments (1) (267) 1,500 (262) 3,569 SSNOI at Welltower Share 295,897 238,547 977,345 817,584 Triple-net: Consolidated NOI 185,032 209,744 748,049 844,912 NOI attributable to unconsolidated investments — 5,711 3,504 9,901 NOI attributable to noncontrolling interests (5,314) (12,584) (29,387) (31,361) NOI attributable to non-same store properties (56,108) (38,316) (172,633) (240,832) Non-cash NOI attributable to same store properties 23,533 (25,647) (23,865) (82,917) Currency and ownership adjustments (1) (279) 2,128 4,852 8,353 SSNOI at Welltower Share 146,864 141,036 530,520 508,056 Outpatient Medical: Consolidated NOI 142,361 135,102 556,477 518,533 NOI attributable to unconsolidated investments 4,099 4,586 17,244 18,925 NOI attributable to noncontrolling interests (2,491) (2,308) (9,898) (15,400) NOI attributable to non-same store properties (8,742) (3,607) (63,145) (35,787) Non-cash NOI attributable to same store properties (5,488) (5,433) (19,100) (20,404) Currency and ownership adjustments (1) 13 77 57 6,269 SSNOI at Welltower Share 129,752 128,417 481,635 472,136 SSNOI at Welltower Share: Seniors Housing Operating 295,897 238,547 977,345 817,584 Triple-net 146,864 141,036 530,520 508,056 Outpatient Medical 129,752 128,417 481,635 472,136 Total $ 572,513 $ 508,000 $ 1,989,500 $ 1,797,776 (1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.36 and to translate U.K. properties at a GBP/USD rate of 1.25. 72 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools (in thousands): QTD Pool YTD Pool Three Months Ended Twelve Months Ended SSNOI Reconciliations: December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Seniors Housing Operating: Consolidated NOI $ 697,933 $ 430,689 $ 2,289,475 $ 1,511,681 NOI attributable to unconsolidated investments 20,092 23,282 80,568 90,812 NOI attributable to noncontrolling interests (13,355) (12,369) (52,056) (52,437) NOI attributable to non-same store properties (229,879) (51,765) (816,410) (315,376) Non-cash NOI attributable to same store properties (2,010) (1,963) (8,087) (9,233) Currency and ownership adjustments (1) (4,939) (594) (9,597) 524 SSNOI at Welltower Share 467,842 387,280 1,483,893 1,225,971 Triple-net: Consolidated NOI 374,089 185,032 1,163,813 748,049 NOI attributable to unconsolidated investments — — — 3,504 NOI attributable to noncontrolling interests (1,685) (5,314) (11,638) (29,387) NOI attributable to non-same store properties (201,500) (13,655) (568,349) (161,081) Non-cash NOI attributable to same store properties (18,722) (20,793) (62,473) (63,883) Currency and ownership adjustments (1) (1,580) 1,671 (404) 9,347 SSNOI at Welltower Share 150,602 146,941 520,949 506,549 Outpatient Medical: Consolidated NOI 101,459 142,361 548,699 556,477 NOI attributable to unconsolidated investments 4,249 4,099 16,681 17,244 NOI attributable to noncontrolling interests (1,846) (2,491) (9,721) (9,898) NOI attributable to non-same store properties (77,845) (118,040) (465,620) (472,367) Non-cash NOI attributable to same store properties (2,239) (2,706) (6,743) (10,145) Currency and ownership adjustments (1) — — 2 (66) SSNOI at Welltower Share 23,778 23,223 83,298 81,245 SSNOI at Welltower Share: Seniors Housing Operating 467,842 387,280 1,483,893 1,225,971 Triple-net 150,602 146,941 520,949 506,549 Outpatient Medical 23,778 23,223 83,298 81,245 Total $ 642,222 $ 557,444 $ 2,088,140 $ 1,813,765 (1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.43 and to translate U.K. properties at a GBP/USD rate of 1.23. 74 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods.
We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.
Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the year ended December 31, 2024, our consolidated Outpatient Medical portfolio signed 384,643 square feet of new leases and 1,992,131 square feet of renewals.
Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income in the future. The decrease in depreciation and amortization is primarily attributable to the above mentioned disposition meeting the held for sale criteria.
Rental income increased due primarily to acquisitions and construction conversions that occurred during 2023 and 2024. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index.
Cert ain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period.
Removed
The weighted average term of these leases was eight years, with a rate of $42.22 per square foot and tenant improvement and lease commission costs of $30.50 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 2.0% to 6.5%.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations Seniors Housing Operating The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Resident fees and services $ 8,452,996 $ 6,027,149 $ 2,425,847 40 % $ 4,753,804 $ 1,273,345 27 % $ 3,699,192 78 % Other income 36,099 8,312 27,787 334 % 9,743 (1,431) -15 % 26,356 271 % Total revenues 8,489,095 6,035,461 2,453,634 41 % 4,763,547 1,271,914 27 % 3,725,548 78 % Property operating expenses 6,199,620 4,523,780 1,675,840 37 % 3,655,508 868,272 24 % 2,544,112 70 % NOI (1) 2,289,475 1,511,681 777,794 51 % 1,108,039 403,642 36 % 1,181,436 107 % Other expenses: Depreciation and amortization 1,550,042 1,107,116 442,926 40 % 906,771 200,345 22 % 643,271 71 % Interest expense 72,435 42,949 29,486 69 % 56,509 (13,560) -24 % 15,926 28 % Loss (gain) on extinguishment of debt, net 6,156 1,711 4,445 260 % — 1,711 n/a 6,156 n/a Impairment of assets 37,757 85,564 (47,807) -56 % 24,999 60,565 242 % 12,758 51 % Other expenses 192,706 96,435 96,271 100 % 96,972 (537) -1 % 95,734 99 % 1,859,096 1,333,775 525,321 39 % 1,085,251 248,524 23 % 773,845 71 % Income (loss) from continuing operations before income taxes and other items 430,379 177,906 252,473 142 % 22,788 155,118 681 % 407,591 n/a Income (loss) from unconsolidated entities (31,470) 1,376 (32,846) n/a (70,940) 72,316 102 % 39,470 56 % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 53,776 134,082 (80,306) -60 % 68,290 65,792 96 % (14,514) -21 % Income (loss) from continuing operations 452,685 313,364 139,321 44 % 20,138 293,226 n/a 432,547 2,148 % Net income (loss) 452,685 313,364 139,321 44 % 20,138 293,226 n/a 432,547 n/a Less: Net income (loss) attributable to noncontrolling interests (36) (2,694) 2,658 99 % (5,975) 3,281 55 % 5,939 99 % Net income (loss) attributable to common stockholders $ 452,721 $ 316,058 $ 136,663 43 % $ 26,113 $ 289,945 n/a $ 426,608 1,634 % (1) See Non-GAAP Financial Measures below.
Removed
The following is a summary of our consolidated Outpatient Medical construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands): 65 Item 7.
Added
Resident fees and services revenue, property operating expenses and depreciation and amortization for the year ended December 31, 2025 increased compared to the prior year primarily due to acquisitions.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations As of December 31, 2024 Expected Conversion Year Properties Square Feet Anticipated Remaining Funding Construction in Progress Balance 2025 7 646,940 $ 110,664 $ 256,505 TBD (1) 1 34,132 Total 8 $ 290,637 (1) Represents projects for which a final budget or expected conversion date are not yet known.
Added
See Note 3 to our consolidated financial statements for descriptions of our acquisitions during 2025 and 2024, including the acquisitions of the Barchester and HC-One portfolios in October 2025 and the Care UK acquisition in October 2024.
Removed
The increase in interest income during the year ended December 31, 2024 is primarily driven by increased advances on loans receivable during the year. 66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The increase in other income for the year ended December 31, 2024 is primarily due to interest earned on deposits.
Added
Additional drivers of the increase include construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout 2024. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during 2025.
Removed
During the three months ended September 30, 2024, we also recognized $29,838,000 as a cumulative catch up of stock compensation expense due to the change in the probability of achievement of specific performance goals related to special nonrecurring performance-based stock option and restricted stock awards granted in December 2021 and January 2022.
Added
Average occupancy is as follows: Three Months Ended (1) March 31, June 30, September 30, December 31, 2024 82.5% 82.8% 83.8% 84.8% 2025 85.1% 85.6% 86.9% 87.4% (1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners’ noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.
Removed
To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners' noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to 67 Item 7.
Added
The following is a summary of our SSNOI at Welltower’s share for the Seniors Housing Operating segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI (1) $ 467,842 $ 387,280 $ 80,562 20.8 % $ 1,483,893 $ 1,225,971 $ 257,922 21.0 % (1) Relates to 875 properties for the QTD Pool and 638 properties for the YTD Pool.
Added
Please see Non-GAAP Financial Measures below for additional information and reconciliations. The increase in other income during the year ended December 31, 2025 is primarily related to the management fee earned for the investment management services provided for Seniors Housing Fund I LP during 2025.
Added
During the year ended December 31, 2025, we recorded impairment charges of $37,757,000 related to ten properties. During the year ended December 31, 2024, we recorded impairment charges of $85,564,000 related to 18 properties. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price.
Added
The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions, including those associated with the Barchester, HC-One and Care UK business combinations referred to above. Changes in the gain on 63 Item 7.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations dispositions of real estate and acquisition of noncontrolling interests, net are related to the volume and timing of property sales and the sales pri ces, which are further discussed in Note 5 to our consolidated financial statements.
Added
During the year ended December 31, 2025, we completed Seniors Housing Operating construction conversions representing $937,300,000 or $343,333 per unit.
Added
The following is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands): As of December 31, 2025 Expected Conversion Year (1) Properties Units/Beds Anticipated Remaining Funding Construction in Progress Balance 2026 18 1,904 $ 116,865 $ 374,274 2027 17 1,569 293,412 193,572 2028 5 287 82,749 30,130 TBD (2) 6 63,083 Total 46 $ 661,059 (1) Properties expected to be converted in phases over multiple years are reflected in the last expected year.
Added
(2) Represents projects for which a final budget or expected conversion date are not yet known. Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, fluctuations in foreign currency rates, extinguishments and principal amortizations.
Added
The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt.
Added
The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 2,042,583 $ 1,955,048 $ 1,701,939 Debt transferred — 27,084 — Debt issued 4,871 197,930 385,115 Debt assumed 469,130 427,725 381,837 Debt extinguished (259,621) (303,081) (486,825) Debt disposed — (164,640) — Principal payments (55,255) (41,220) (47,672) Effect of foreign currency translation 43,027 (56,263) 20,654 Ending balance $ 2,244,735 $ 2,042,583 $ 1,955,048 Ending weighted average interest 4.15 % 4.29 % 4.68 % A portion of our Seniors Housing Operating property investments are formed through partnership interests.
Added
Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the year ended December 31, 2025 is primarily related to hypothetical liquidation at book value (“HLBV”) adjustments to our unconsolidated entities (refer Note 2 for additional information).
Added
Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. 64 Item 7.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations Triple-net The following is a summary of our results of operations for the Triple-net segment for the years presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Rental income $ 1,193,514 $ 777,297 $ 416,217 54 % $ 814,751 $ (37,454) -5 % $ 378,763 46 % Interest income 2,111 8,167 (6,056) -74 % 1,369 6,798 497 % 742 54 % Other income 1,417 3,307 (1,890) -57 % 70,986 (67,679) -95 % (69,569) -98 % Total revenues 1,197,042 788,771 408,271 52 % 887,106 (98,335) -11 % 309,936 35 % Property operating expenses 33,229 40,722 (7,493) -18 % 42,194 (1,472) -3 % (8,965) -21 % NOI (1) 1,163,813 748,049 415,764 56 % 844,912 (96,863) -11 % 318,901 38 % Other expenses: Depreciation and amortization 318,352 258,830 59,522 23 % 231,028 27,802 12 % 87,324 38 % Interest expense 15,632 6,918 8,714 126 % (65) 6,983 n/a 15,697 n/a Loss (gain) on derivatives and financial instruments, net — 12 (12) -100 % 98 (86) -88 % (98) -100 % Provision for loan losses, net — — — n/a 297 (297) -100 % (297) -100 % Impairment of assets 38,290 5,658 32,632 577 % 11,098 (5,440) -49 % 27,192 245 % Other expenses 3,605 10,793 (7,188) -67 % 5,060 5,733 113 % (1,455) -29 % 375,879 282,211 93,668 33 % 247,516 34,695 14 % 128,363 52 % Income (loss) from continuing operations before income taxes and other items 787,934 465,838 322,096 69 % 597,396 (131,558) -22 % 190,538 32 % Income (loss) from unconsolidated entities 883 (17,554) 18,437 105 % 7,158 (24,712) -345 % (6,275) -88 % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 492,282 309,453 182,829 59 % 259 309,194 n/a 492,023 n/a Income (loss) from continuing operations 1,281,099 757,737 523,362 69 % 604,813 152,924 25 % 676,286 112 % Net income (loss) 1,281,099 757,737 523,362 69 % 604,813 152,924 25 % 676,286 112 % Less: Net income (loss) attributable to noncontrolling interests 9,442 19,764 (10,322) -52 % 21,804 (2,040) -9 % (12,362) -57 % Net income (loss) attributable to common stockholders $ 1,271,657 $ 737,973 $ 533,684 72 % $ 583,009 $ 154,964 27 % $ 688,648 118 % (1) See Non-GAAP Financial Measures below.
Added
The increase in rental income is primarily related to acquisitions that occurred during the year ended December 31, 2025. See Note 3 to our consolidated financial statements for additional information.
Added
Additionally, during the year ended December 31, 2024, we recognized a write-off of straight-line rent receivable and unamortized lease incentive balances of $139,652,000 related to leases for which the collection of substantially all contractual lease payments was no longer deemed probable due primarily to agreements reached to convert Triple-net properties to Seniors Housing Operating RIDEA structures.
Added
If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. For the year ended December 31, 2025, we had 59 leases with rental rate increases and a weighted average increase of 3.58%.
Added
Interest income is primarily related to leases that were classified as sales-type leases in 2024 and 2025.
Added
The following is a summary of our SSNOI at Welltower’s share for the Triple-net segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI (1) $ 150,602 $ 146,941 $ 3,661 2.5 % $ 520,949 $ 506,549 $ 14,400 2.8 % (1) Relates to 431 properties for the QTD Pool and 384 properties for the YTD Pool.
Added
Please see Non-GAAP Financial Measures below for additional information and reconciliations. Depreciation and amortization fluctuates as a result of the acquisitions, dispositions and segment transitions of Triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
Added
During the year ended December 31, 2025, we recorded impairment charges of $38,290,000 related to eight properties. During the year ended December 31, 2024, we recorded impairment charges of $5,658,000 related to three properties. 65 Item 7.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions.
Added
Changes in the gain on real estate dispositions and acquisitions of controlling interests, net are related to the volume and timing of property sales and the sales pri ces, which are further discussed in Note 5 to our consolidated financial statements. Interest expense represents secured debt interest expense and related fees.
Added
The following is a summary of our Triple-net secured debt principal activity for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 335,552 $ 38,260 $ 39,179 Debt transferred — (27,084) — Debt assumed — 532,575 — Debt extinguished — (10,628) — Debt disposed — (194,500) — Principal payments (7,207) (3,071) (919) Ending balance $ 328,345 $ 335,552 $ 38,260 Ending weighted average interest 3.44 % 3.44 % 4.39 % A portion of our Triple-net property investments were formed through partnerships.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+5 added−2 removed8 unchanged
Biggest changeAssuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $ 14,964,000 . We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations.
Biggest changeAssuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $14,253,000. We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S.
We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to healthcare and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed-rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program.
We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to healthcare and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed-rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper 79 program.
These decisions are principally based on our policy to match our variable-rate investments with comparable borrowings but are also based on the general trend in interest rates at the applicable 77 dates and our perception of the future volatility of interest rates.
These decisions are principally based on our policy to match our variable-rate investments with comparable borrowings but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates.
As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to interest rate fluctuations and foreign currency exchange rates will depend on the exposures that arise during a future period and hedging strategies at the time. 78
As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to interest rate fluctuations and foreign currency exchange rates will depend on the exposures that arise during a future period and hedging strategies at the time. 80
Based solely on our results for the year ended December 31, 2024, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $15,000,000.
Based solely on our results for the year ended December 31, 2025, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $38,000,000.
At December 31, 2024, we had $1,425,256,000 outstanding related to our variable-rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $14,253,000. At December 31, 2023, we had $1,496,447,000 of outstanding variable-rate debt.
At December 31, 2025, we had $4,064,010,000 outstanding related to our variable-rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $40,640,000 At December 31, 2024, we had $1,425,256,000 of outstanding variable-rate debt.
The following table summarizes the analysis performed as of the dates indicated (in thousands): December 31, 2024 December 31, 2023 Principal balance Change in fair value Principal balance Change in fair value Senior unsecured notes $ 12,142,890 $ (471,517) $ 12,800,253 $ (515,723) Secured debt 2,225,542 (94,922) 1,625,364 (58,066) Totals $ 14,368,432 $ (566,439) $ 14,425,617 $ (573,789) Our variable-rate debt, including our unsecured revolving credit facility and commercial paper program, are reflected at fair value.
The following table summarizes the analysis performed as of the dates indicated (in thousands): December 31, 2025 December 31, 2024 Principal balance Change in fair value Principal balance Change in fair value Senior unsecured notes $ 12,700,485 $ (575,958) $ 12,142,890 $ (471,517) Secured debt 2,334,830 (98,414) 2,225,542 (94,922) Totals $ 15,035,315 $ (674,372) $ 14,368,432 $ (566,439) Our variable-rate debt, including our unsecured revolving credit facility and commercial paper program, are reflected at fair value.
Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the U.K.
Dollar impact the amount of net income we earn from our investments in Canada and the U.K.
Removed
Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value.
Added
Dollars, Canadian Dollars or British Pounds Sterling. We have entered into various foreign currency debt obligations. As of December 31, 2025, the total principal amount of foreign currency debt obligations was $4,661,360,000, including $1,411,725,000 denominated in Pounds Sterling and $3,249,635,000 denominated in Canadian Dollars. Fluctuations in the exchange rates between these foreign currencies and the U.S.
Removed
The following table summarizes the results of the analysis performed (dollars in thousands): December 31, 2024 December 31, 2023 Carrying value Change in fair value Carrying value Change in fair value Foreign currency exchange contracts $ 99,931 $ 3,077 $ 10,811 $ 5,087 Debt designated as hedges 1,488,175 14,882 1,527,380 15,274 Totals $ 1,588,106 $ 17,959 $ 1,538,191 $ 20,361 The sensitivity analyses are of limited predictive value.
Added
Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency debt obligations at maturity. If the U.S.
Added
Dollar would have been weaker or stronger by 1% in comparison to these foreign currencies as of December 31, 2025, we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by approximately $46,614,000. We are also party to foreign currency forward and cross currency forward swap contracts.
Added
As of December 31, 2025, the total notional amount of cross currency interest rate swap contracts was $18,093,155,000, including $11,872,886,000 denominated in Pounds Sterling and $6,220,269,000 denominated in Canadian Dollars. If the U.S.
Added
Dollar weakened or strengthened by 1% in comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $180,932,000. The sensitivity analyses are of limited predictive value.

Other WELL 10-K year-over-year comparisons