8-K
Welltower Inc. (WELL)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2025
Welltower Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8923 | 34-1096634 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |||
| 4500 Dorr Street, | Toledo, | Ohio | 43615 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (419) 247-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $1.00 par value per share | WELL | New York Stock Exchange |
| Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | WELL/28 | New York Stock Exchange |
| Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | WELL/34 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2025, Welltower Inc. issued a press release that announced operating results for its third quarter ended September 30, 2025. The press release refers to a supplemental information package that is available on the Company's website (www.welltower.com), free of charge. Copies of the press release and supplemental information package have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (the "Report"), and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 27, 2025, Welltower Inc. issued a press release announcing certain transactions closed or under contract to close across the U.K. and U.S. A copy of this press release has been furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.
The information included in Items 2.02 and 7.01 of this Report, including Exhibits 99.1, 99.2, and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liability under that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.2 Welltower Inc. Supplemental Information Package for the quarter ended September 30, 2025.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLTOWER INC. | |
|---|---|
| By: | /s/ Matthew McQueen |
| Name: | Matthew McQueen |
| Title: | Chief Legal Officer and General Counsel |
Dated: October 27, 2025
Document
FOR IMMEDIATE RELEASE
October 27, 2025
For more information contact:
Tim McHugh (419) 247-2800
Welltower Reports Third Quarter 2025 Results
Toledo, Ohio, October 27, 2025…..Welltower Inc. (NYSE:WELL) today announced results for the quarter ended September 30, 2025.
Third Quarter and Other Recent Highlights
•Reported net income attributable to common stockholders of $0.41 per diluted share
•Reported quarterly normalized funds from operations attributable to common stockholders of $1.34 per diluted share, an increase of 20.7% over the prior year
•Reported total portfolio year-over-year same store NOI ("SSNOI") growth of 14.5%, driven by SSNOI growth in our Seniors Housing Operating ("SHO") portfolio of 20.3%
•SHO portfolio year-over-year same store margin expanded by 260 basis points ("bps") driven by increased same store revenue of 9.7% in the third quarter which was the result of 400 bps of year-over-year average occupancy growth and Revenue Per Occupied Room ("RevPOR") growth of 4.8%
•During the third quarter, we completed $1.9 billion of pro rata gross investments, including $1.8 billion in acquisitions and loan funding and $96 million in development funding
•Announced $23 billion of additional transaction activity closed or under contract to close as of October 27, 2025, anchored by $14 billion of pro rata gross investments, primarily comprised of the acquisition of seniors housing communities in the U.S. and U.K. Additionally, announced $9 billion of pro rata dispositions including the sale of an outpatient medical real estate portfolio and loan repayments
•As of September 30, 2025, reported Net Debt to Adjusted EBITDA of 2.36x and approximately $11.9 billion of available liquidity inclusive of $6.9 billion of available cash and restricted cash and full capacity under our $5.0 billion line of credit. Additionally, through disposition proceeds, loan payoffs and other capital raising, acquisitions under contract are fully funded
•Appointed Jeff Stott, formerly with Extra Space Storage, as Welltower's Chief Technology Officer
•Announced "all-in" incentive structure encompassing all five named executive officers to promote long-term continuity of our management and alignment with shareholders. The five named executive officers have agreed to receive no other compensation for the next decade, other than $110,000 of annual base salary and a single, long-term equity-based incentive award
Third Quarter Capital Activity and Liquidity
Liquidity Update Net debt to consolidated enterprise value decreased to 7.6% as of September 30, 2025 from 13.1% as of September 30, 2024. We sourced over $4.1 billion of attractively priced capital, including the issuance of senior unsecured notes, equity issuances and proceeds from dispositions and loan repayments to fund accretive capital deployment opportunities. As of September 30, 2025, our share of variable rate debt was approximately 11.3%.
In August 2025, we completed a follow-on issuance of $400 million of 4.50% senior unsecured notes due 2030 and $600 million of 5.125% senior unsecured notes due 2035. These notes are fungible with and form a single series with the notes issued in June 2025.
Third Quarter Investment Activity
In the third quarter, we completed $1.9 billion of pro rata gross investments, including $96 million in development funding, and also completed pro rata property dispositions of $30 million and loan repayments of $114 million. We completed and placed into service six development projects, including partial conversions and expansions, for an aggregate pro rata investment amount of $260 million.
| Page 1 of 12 | ||
|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 |
| --- | --- | --- |
Announced Transaction Activity Subsequent to Quarter End
Barchester Healthcare Acquisition In October 2025, we acquired a real estate portfolio in the U.K. for approximately £5.2 billion operated by Barchester. The portfolio is comprised of 111 communities managed by Barchester in a RIDEA structure, 152 communities subject to a long-term triple-net lease and 21 ongoing developments which will also be managed in a RIDEA structure following development conversion. The operating portfolio, comprised of both stabilized and lease up properties, is positioned for significant future growth with current blended portfolio occupancy in the high 70%s. Moreover, the triple-net lease is structured with 3.5% annual escalators and a coverage-based rent reset every five years at our election. Overall, the acquisition is underwritten to achieve an unlevered IRR in the low-double-digit range. As part of the transaction, we have formed an exclusive long-term partnership with Barchester.
HC-One Group Acquisition and Loan Payoff In October 2025, we acquired 100% of the equity ownership of the portfolio in the U.K. operated by HC-One for £1.2 billion, creating a long duration, growing cash flow stream. In conjunction with the transaction, our existing £660 million loan was repaid.
Additional Acquisition Pipeline We entered into a definitive agreement to acquire a trophy seniors housing portfolio along the East Coast, including properties in Boston and Westchester County, New York. The expected acquisition, which is subject to customary closing conditions will complete our New England portfolio repositioning that started with the pre-COVID disposition of $1.8 billion of seniors housing communities.
Additionally, we are under definitive agreement or have closed an additional $4 billion of seniors housing acquisitions spanning nearly 40 transactions across over 150 communities and over 12,000 units.
Outpatient Medical Portfolio Disposition We entered into a definitive agreement to divest an 18 million square foot outpatient medical portfolio in a transaction valued at approximately $7.2 billion. The portfolio, with current occupancy of 94%, is expected to be sold in multiple tranches through mid-2026, subject to satisfaction of customary closing conditions. The sale of the first tranche consisting of 123 properties and a gross sale price of $2 billion was completed in October 2025.
Ten Year Executive Continuity and Alignment Program We announced today that the Board of Directors approved the Ten Year Executive Continuity and Alignment Program (or the “10 Year Program”) to secure our senior leadership, led by current CEO, Shankh Mitra, for the next decade. Under the 10 Year Program, our five named executive officers have agreed to receive no other compensation for the period from January 1, 2026, through December 31, 2035, other than $110,000 of annual base salary and a single, long-term equity-based incentive award that is in the form of units of the Company’s operating partnership, Welltower OP. The award is illiquid and will first become transferable starting in 2030 and will not become fully transferable until 2035. Further, one-half of the performance-based award will be subject to achievement of Welltower’s total shareholder return ("TSR") relative to the TSR of the FTSE NAREIT Healthcare Index, the MSCI US REIT Index and the S&P 500 Index, in addition to the 10 Year Program’s market capitalization growth objectives, in each case over a five-year performance period. The 10 Year Program is expected to be accretive to our normalized FFO per share in 2026.
Dividend On October 27, 2025, the Board of Directors declared a cash dividend for the quarter ended September 30, 2025 of $0.74 per share. This dividend, which will be paid on November 20, 2025 to stockholders of record as of November 11, 2025, will be our 218th consecutive quarterly cash dividend. The declaration and payment of future quarterly dividends remains subject to review and approval by the Board of Directors.
Outlook for 2025 Net income attributable to common stockholders guidance has been revised to a range of $0.82 to $0.88 per diluted share from the previous range of $1.86 to $1.94 per diluted share. We also increased the guidance range of full year normalized FFO attributable to common stockholders to a range of $5.24 to $5.30 per diluted share from the previous range of $5.06 to $5.14 per diluted share. In preparing our guidance, we have updated or confirmed the following assumptions:
•Same Store NOI: We expect average blended SSNOI growth of 13.2% to 14.5%, which is comprised of the following components:
◦Seniors Housing Operating approximately 20.5% to 22.0%
◦Seniors Housing Triple-net approximately 3.5% to 4.5%
◦Outpatient Medical approximately 2.0% to 3.0%
◦Long-Term/Post-Acute Care approximately 2.0% to 3.0%
•Investments: Our earnings guidance includes only those acquisitions announced or closed to date. Furthermore, no transitions, restructures or capital activity beyond those announced to date are included.
•General and Administrative Expenses: We anticipate general and administrative expenses to be approximately $243 million to $249 million and stock-based compensation expense to be approximately $52 million, exclusive of estimated expense related to the Special Performance Options, OPP awards and the Ten Year Executive Continuity and Alignment Program as detailed in Exhibit 3.
| Page 2 of 12 | ||
|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 |
| --- | --- | --- |
•Development: We anticipate funding an additional $80 million of development in 2025 relating to projects underway as of September 30, 2025.
•Dispositions: We expect pro rata disposition proceeds of $9.0 billion at a blended yield of 7.1% in the next twelve months. This includes approximately $7.2 billion of consideration from expected property sales and $1.8 billion of expected proceeds from loan repayments.
Our guidance does not include any additional investments, dispositions or capital transactions, nor any other expenses, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items beyond those disclosed. Please see the Supplemental Reporting Measures section for further discussion and our definition of normalized FFO and SSNOI and Exhibit 3 for a reconciliation of the outlook for net income available to common stockholders to normalized FFO attributable to common stockholders. We will provide additional detail regarding our 2025 outlook and assumptions on the third quarter 2025 conference call.
Conference Call Information We have scheduled a conference call on Tuesday, October 28, 2025 at 9:00 a.m. Eastern Time to discuss our third quarter 2025 results, industry trends and portfolio performance. Telephone access will be available by dialing (888) 340-5024 or (646) 960-0135 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through November 4, 2025. To access the rebroadcast, dial (800) 770-2030 or (609) 800-9909 (international). The conference ID number is 8230248. To participate in the webcast, log on to www.welltower.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days.
Supplemental Reporting Measures We believe that net income and net income attributable to common stockholders ("NICS"), as defined by U.S. generally accepted accounting principles ("U.S. GAAP"), are the most appropriate earnings measurements. However, we consider funds from operations ("FFO"), normalized FFO, net operating income ("NOI"), same store NOI ("SSNOI"), revenue per occupied room ("RevPOR"), same store RevPOR ("SS RevPOR"), expense per occupied room ("ExpPOR"), same store ExpPOR ("SS ExpPOR"), EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, these supplemental measures are disclosed on our pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.
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. 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. In response, the National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and acquisitions of controlling interests, impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO attributable to common stockholders adjusted for certain items detailed in Exhibit 2. We believe that normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance because investors and equity analysts may use this measure to compare the operating performance of Welltower between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.
We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and are unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. 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. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in the same store amounts five full quarters after acquisition or being placed into service. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the period, are excluded from the same store amounts. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from the same store amounts until five full quarters post completion of the redevelopment. Properties undergoing operator transitions and/or segment transitions are also excluded from the same store amounts until five full quarters post completion of the operator transition or segment transition. In addition, properties significantly impacted by force majeure, acts of God or other extraordinary adverse events are excluded from same store amounts until five full quarters after the properties are placed back into service. SSNOI excludes non-cash NOI and includes adjustments to present consistent property ownership percentages and to translate Canadian properties and UK properties using a consistent exchange rate. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a
| Page 3 of 12 | ||
|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 |
| --- | --- | --- |
supplemental, non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in our financial statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceed 0.50% of SSNOI growth per property type) are separately disclosed and explained. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our portfolio. No reconciliation of the forecasted range for SSNOI on a combined basis or by property type is included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measure without unreasonable efforts, and we believe such reconciliation would imply a degree of precision that could be confusing or misleading to investors.
RevPOR represents the average revenues generated per occupied room per month and ExpPOR represents the average expenses per occupied room per month at our Seniors Housing Operating properties. These metrics are calculated as our pro rata share of total resident fees and services revenues or property operating expenses from the income statement, divided by average monthly occupied room days. SS RevPOR and SS ExpPOR are used to evaluate the RevPOR and ExpPOR performance of our properties under a consistent population, which eliminates changes in the composition of our portfolio. They are based on the same pool of properties used for SSNOI and include any revenue and expense normalizations used for SSNOI. We use RevPOR, ExpPOR, SS RevPOR and SS ExpPOR to evaluate the revenue-generating capacity and profit potential of our Seniors Housing Operating portfolio independent of fluctuating occupancy rates. They are also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our Seniors Housing Operating portfolio.
We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The ratios are based on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net income per income statement) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses on disposition of properties and acquisitions of controlling interests, impairment of assets, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments deemed appropriate in management's opinion. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. In addition, we use Adjusted EBITDA to measure our adjusted fixed charge coverage ratio, which represents Adjusted EBITDA divided by fixed charges. Fixed charges include total interest expense and secured debt principal amortization. Our leverage ratios include net debt to Adjusted EBITDA and consolidated enterprise value. Net debt is defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash. Consolidated enterprise value represents the sum of net debt, the fair market value of our common stock and noncontrolling interests.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management performance. None of the supplemental reporting measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended September 30, 2025, which is available on Welltower's website (www.welltower.com), for information and reconciliations of additional supplemental reporting measures.
About Welltower Welltower Inc. (NYSE: WELL), an S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. Our portfolio of 2,000+ seniors and wellness housing communities are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. We believe our real estate portfolio is unmatched, located in highly attractive micromarkets with stunning built environments. Yet, we are an unusual real estate organization as we view ourselves as an operating company in a real estate wrapper, driven by highly-aligned partnerships and an unconventional culture. Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business System - our end-to-end operating platform - we aspire to deliver long-term compounding of per share growth for our existing investors, our North Star.
We routinely post important information on our website at www.welltower.com in the "Investors" section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading "Investors". Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the Securities and Exchange Commission. The information on our website is not incorporated by reference in this press release and our web address is included as an inactive textual reference only.
| Page 4 of 12 | ||
|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 |
| --- | --- | --- |
Forward-Looking Statements and Risk Factors This document contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "pro forma," "estimate" or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. These statements include, among others, management's expectations regarding the favorable impact of the acquisitions made and additional acquisition pipeline and our statements under the section "Outlook for 2025." Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower's actual results to differ materially from Welltower's expectations discussed in the forward-looking statements. 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 the economy; 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; Welltower's 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 Welltower's properties; Welltower's ability to re-lease space at similar rates as vacancies occur; Welltower's 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 Welltower's properties; changes in rules or practices governing Welltower's financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower's approach to artificial intelligence; Welltower's ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower's reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
| Page 5 of 12 | ||
|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 |
| --- | --- | --- |
Welltower Inc.
Financial Exhibits
| Consolidated Balance Sheets (unaudited) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||||||||||||
| September 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Assets | |||||||||||||||||
| Real estate investments: | |||||||||||||||||
| Land and land improvements | $ | 5,146,696 | $ | 5,075,391 | |||||||||||||
| Buildings and improvements | 42,496,555 | 40,646,767 | |||||||||||||||
| Acquired lease intangibles | 2,189,639 | 2,268,889 | |||||||||||||||
| Real property held for sale, net of accumulated depreciation | 5,091,216 | 110,689 | |||||||||||||||
| Construction in progress | 511,574 | 1,374,996 | |||||||||||||||
| Less accumulated depreciation and intangible amortization | (10,107,309) | (10,276,509) | |||||||||||||||
| Net real property owned | 45,328,371 | 39,200,223 | |||||||||||||||
| Right of use assets, net | 1,250,447 | 358,160 | |||||||||||||||
| Investments in sales-type leases, net | — | 469,260 | |||||||||||||||
| Real estate loans receivable, net of credit allowance | 1,773,788 | 1,840,453 | |||||||||||||||
| Net real estate investments | 48,352,606 | 41,868,096 | |||||||||||||||
| Other assets: | |||||||||||||||||
| Investments in unconsolidated entities | 1,835,979 | 1,742,836 | |||||||||||||||
| Cash and cash equivalents | 6,806,507 | 3,564,942 | |||||||||||||||
| Restricted cash | 134,066 | 219,466 | |||||||||||||||
| Receivables and other assets | 2,375,644 | 1,558,358 | |||||||||||||||
| Total other assets | 11,152,196 | 7,085,602 | |||||||||||||||
| Total assets | $ | 59,504,802 | $ | 48,953,698 | |||||||||||||
| Liabilities and equity | |||||||||||||||||
| Liabilities: | |||||||||||||||||
| Unsecured credit facility and commercial paper | $ | — | $ | — | |||||||||||||
| Senior unsecured notes | 14,365,008 | 13,295,096 | |||||||||||||||
| Secured debt | 2,487,354 | 2,468,527 | |||||||||||||||
| Lease liabilities | 1,311,600 | 392,360 | |||||||||||||||
| Accrued expenses and other liabilities | 2,028,458 | 1,733,712 | |||||||||||||||
| Total liabilities | 20,192,420 | 17,889,695 | |||||||||||||||
| Redeemable noncontrolling interests | 284,364 | 270,182 | |||||||||||||||
| Equity: | |||||||||||||||||
| Common stock | 684,229 | 620,107 | |||||||||||||||
| Capital in excess of par value | 47,054,892 | 37,949,035 | |||||||||||||||
| Treasury stock | (14,340) | (114,876) | |||||||||||||||
| Cumulative net income | 10,937,128 | 9,976,753 | |||||||||||||||
| Cumulative dividends | (19,687,645) | (17,901,600) | |||||||||||||||
| Accumulated other comprehensive income | (217,446) | (195,138) | |||||||||||||||
| Total Welltower Inc. stockholders' equity | 38,756,818 | 30,334,281 | |||||||||||||||
| Noncontrolling interests | 271,200 | 459,540 | |||||||||||||||
| Total equity | 39,028,018 | 30,793,821 | |||||||||||||||
| Total liabilities and equity | $ | 59,504,802 | $ | 48,953,698 | |||||||||||||
| Page 6 of 12 | |||||||||||||||||
| --- | |||||||||||||||||
| 3Q25 | Earnings Release | October 27, 2025 | |||||||||||||||
| --- | --- | --- | Consolidated Statements of Income (unaudited) | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| (in thousands, except per share data) | |||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Revenues: | |||||||||||||||||
| Resident fees and services | $ | 2,061,370 | $ | 1,511,524 | $ | 5,896,944 | $ | 4,265,271 | |||||||||
| Rental income | 499,475 | 430,486 | 1,444,082 | 1,183,949 | |||||||||||||
| Interest income | 67,216 | 69,046 | 191,763 | 185,163 | |||||||||||||
| Other income | 57,631 | 44,607 | 124,234 | 105,905 | |||||||||||||
| Total revenues | 2,685,692 | 2,055,663 | 7,657,023 | 5,740,288 | |||||||||||||
| Expenses: | |||||||||||||||||
| Property operating expenses | 1,577,048 | 1,212,701 | 4,554,149 | 3,420,911 | |||||||||||||
| Depreciation and amortization | 509,812 | 403,779 | 1,490,717 | 1,151,687 | |||||||||||||
| Interest expense | 162,052 | 139,050 | 448,171 | 419,792 | |||||||||||||
| General and administrative expenses | 63,124 | 77,901 | 191,057 | 186,784 | |||||||||||||
| Loss (gain) on derivatives and financial instruments, net | 31,682 | (9,906) | 28,063 | (18,785) | |||||||||||||
| Loss (gain) on extinguishment of debt, net | — | 419 | 6,156 | 2,130 | |||||||||||||
| Provision for loan losses, net | 1,088 | 4,193 | (2,032) | 10,370 | |||||||||||||
| Impairment of assets | 3,081 | 23,421 | 75,359 | 69,146 | |||||||||||||
| Other expenses | 44,699 | 20,239 | 75,357 | 83,054 | |||||||||||||
| Total expenses | 2,392,586 | 1,871,797 | 6,866,997 | 5,325,089 | |||||||||||||
| Income (loss) from continuing operations before income taxes and other items | 293,106 | 183,866 | 790,026 | 415,199 | |||||||||||||
| Income tax (expense) benefit | (2,335) | 4,706 | 2,131 | (2,586) | |||||||||||||
| Income (loss) from unconsolidated entities | (12,610) | (4,038) | (18,739) | (6,925) | |||||||||||||
| Gain (loss) on real estate dispositions and acquisitions of controlling interests, net | 4,025 | 272,266 | 70,652 | 443,416 | |||||||||||||
| Income (loss) from continuing operations | 282,186 | 456,800 | 844,070 | 849,104 | |||||||||||||
| Net income (loss) | 282,186 | 456,800 | 844,070 | 849,104 | |||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests(1) | 1,627 | 6,951 | 3,666 | 17,395 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | 280,559 | $ | 449,849 | $ | 840,404 | $ | 831,709 | |||||||||
| Average number of common shares outstanding: | |||||||||||||||||
| Basic | 672,407 | 611,290 | 657,571 | 595,353 | |||||||||||||
| Diluted | 685,399 | 618,306 | 669,218 | 600,191 | |||||||||||||
| Net income (loss) attributable to common stockholders per share: | |||||||||||||||||
| Basic | $ | 0.42 | $ | 0.74 | $ | 1.28 | $ | 1.40 | |||||||||
| Diluted(2) | $ | 0.41 | $ | 0.73 | $ | 1.26 | $ | 1.39 | |||||||||
| Common dividends per share | $ | 0.74 | $ | 0.67 | $ | 2.08 | $ | 1.89 | |||||||||
| (1) Includes amounts attributable to redeemable noncontrolling interests. | |||||||||||||||||
| (2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units. | |||||||||||||||||
| Page 7 of 12 | |||||||||||||||||
| --- | |||||||||||||||||
| 3Q25 | Earnings Release | October 27, 2025 | |||||||||||||||
| --- | --- | --- | FFO Reconciliations | Exhibit 1 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| (in thousands, except per share data) | Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 280,559 | $ | 449,849 | $ | 840,404 | $ | 831,709 | |||||||||
| Depreciation and amortization | 509,812 | 403,779 | 1,490,717 | 1,151,687 | |||||||||||||
| Impairments and losses (gains) on real estate dispositions and acquisitions of controlling interests, net | (944) | (248,845) | 4,707 | (374,270) | |||||||||||||
| Noncontrolling interests(1) | (9,360) | (5,801) | (25,084) | (24,145) | |||||||||||||
| Unconsolidated entities(2) | 44,308 | 36,835 | 104,545 | 101,312 | |||||||||||||
| NAREIT FFO attributable to common stockholders | 824,375 | 635,817 | 2,415,289 | 1,686,293 | |||||||||||||
| Normalizing items, net(3) | 94,866 | 52,285 | 148,318 | 224,549 | |||||||||||||
| Normalized FFO attributable to common stockholders | $ | 919,241 | $ | 688,102 | $ | 2,563,607 | $ | 1,910,842 | |||||||||
| Average diluted common shares outstanding | 685,399 | 618,306 | 669,218 | 600,191 | |||||||||||||
| Per diluted share data attributable to common stockholders: | |||||||||||||||||
| Net income (loss)(4) | $ | 0.41 | $ | 0.73 | $ | 1.26 | $ | 1.39 | |||||||||
| NAREIT FFO | $ | 1.20 | $ | 1.03 | $ | 3.61 | $ | 2.81 | |||||||||
| Normalized FFO | $ | 1.34 | $ | 1.11 | $ | 3.83 | $ | 3.18 | |||||||||
| Normalized FFO Payout Ratio: | |||||||||||||||||
| Dividends per common share | $ | 0.74 | $ | 0.67 | $ | 2.08 | $ | 1.89 | |||||||||
| Normalized FFO attributable to common stockholders per share | $ | 1.34 | $ | 1.11 | $ | 3.83 | $ | 3.18 | |||||||||
| Normalized FFO payout ratio | 55 | % | 60 | % | 54 | % | 59 | % | |||||||||
| Other items:(5) | |||||||||||||||||
| Net straight-line rent and above/below market rent amortization(6) | $ | (54,117) | $ | (48,093) | $ | (148,845) | $ | (120,201) | |||||||||
| Non-cash interest expenses(7) | 12,925 | 11,406 | 38,235 | 30,604 | |||||||||||||
| Recurring cap-ex, tenant improvements and lease commissions(8) | (98,127) | (81,196) | (249,835) | (200,160) | |||||||||||||
| Stock-based compensation(9) | 12,828 | 9,918 | 40,139 | 31,286 | |||||||||||||
| (1) Represents noncontrolling interests' share of net FFO adjustments. | |||||||||||||||||
| (2) Represents Welltower's share of net FFO adjustments from unconsolidated entities. | |||||||||||||||||
| (3) See Exhibit 2. | |||||||||||||||||
| (4) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units. | |||||||||||||||||
| (5) Amounts presented net of noncontrolling interests' share and including Welltower's share of unconsolidated entities. | |||||||||||||||||
| (6) Excludes normalized other impairment (see Exhibit 2). | |||||||||||||||||
| (7) Excludes normalized foreign currency loss (gain) (see Exhibit 2). | |||||||||||||||||
| (8) Reflects recurring cap-ex, tenant improvements and lease commissions on owned operational properties. | |||||||||||||||||
| (9) Excludes normalized stock compensation expense related to the Special Performance Options and OPP awards (see Exhibit 2). | |||||||||||||||||
| Page 8 of 12 | |||||||||||||||||
| --- | |||||||||||||||||
| 3Q25 | Earnings Release | October 27, 2025 | |||||||||||||||
| --- | --- | --- | Normalizing Items | Exhibit 2 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| (in thousands, except per share data) | Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Loss (gain) on derivatives and financial instruments, net | $ | 31,682 | (1) | $ | (9,906) | $ | 28,063 | $ | (18,785) | ||||||||
| Loss (gain) on extinguishment of debt, net | — | 419 | 6,156 | 2,130 | |||||||||||||
| Provision for loan losses, net | 1,088 | (2) | 4,193 | (2,032) | 10,370 | ||||||||||||
| Income tax benefits | — | — | (8,181) | — | |||||||||||||
| Other impairment | — | — | 604 | 97,674 | |||||||||||||
| Other expenses | 44,699 | (3) | 20,239 | 75,357 | 83,054 | ||||||||||||
| Special Performance Options and OPP Awards | 2,568 | (4) | 29,838 | 7,970 | 29,838 | ||||||||||||
| Casualty losses, net of recoveries | 1,914 | (5) | 3,224 | 8,252 | 7,335 | ||||||||||||
| Foreign currency loss (gain) | 1,753 | (6) | (1,766) | (2) | (1,357) | ||||||||||||
| Normalizing items attributable to noncontrolling interests and unconsolidated entities, net | 11,162 | (7) | 6,044 | 32,131 | 14,290 | ||||||||||||
| Net normalizing items | $ | 94,866 | $ | 52,285 | $ | 148,318 | $ | 224,549 | |||||||||
| Average diluted common shares outstanding | 685,399 | 618,306 | 669,218 | 600,191 | |||||||||||||
| Net normalizing items per diluted share | $ | 0.14 | $ | 0.08 | $ | 0.22 | $ | 0.37 | |||||||||
| (1) Primarily related to mark-to-market of the equity warrants received as part of the Safanad/HC-One transaction. | |||||||||||||||||
| (2) Primarily related to adjustments to reserves for loan losses under the current expected credit losses accounting standard. | |||||||||||||||||
| (3) Primarily related to non-capitalizable transaction costs and legal fees. | |||||||||||||||||
| (4) Primarily related to expenses recognized on the 2021 Special Performance Option Awards and 2022-2025 Outperformance Program (“OPP”). | |||||||||||||||||
| (5) Primarily relates to casualty losses net of any insurance recoveries. | |||||||||||||||||
| (6) Primarily relates to foreign currency gains and losses related to accrued interest on intercompany loans and third party debt denominated in a foreign currency. | |||||||||||||||||
| (7) Primarily relates to hypothetical liquidation at book value adjustments related to in substance real estate investments. | |||||||||||||||||
| Outlook Reconciliation: Year Ending December 31, 2025 | Exhibit 3 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| (in millions, except per share data) | Current Outlook | ||||||||||||||||
| High | Low | High | |||||||||||||||
| FFO Reconciliation: | |||||||||||||||||
| Net income attributable to common stockholders | 1,249 | $ | 1,303 | $ | 557 | $ | 598 | ||||||||||
| Impairments and losses (gains) on real estate dispositions and acquisitions of controlling interests, net(1) | 4 | (399) | (399) | ||||||||||||||
| Depreciation and amortization(1) | 2,085 | 2,168 | 2,168 | ||||||||||||||
| NAREIT FFO attributable to common stockholders | 3,392 | 2,326 | 2,367 | ||||||||||||||
| Normalizing items, net(1,2) | 59 | 1,227 | 1,227 | ||||||||||||||
| Normalized FFO attributable to common stockholders | 3,397 | $ | 3,451 | $ | 3,553 | $ | 3,594 | ||||||||||
| Diluted per share data attributable to common stockholders: | |||||||||||||||||
| Net income | 1.86 | $ | 1.94 | $ | 0.82 | $ | 0.88 | ||||||||||
| NAREIT FFO | 4.97 | $ | 5.05 | $ | 3.43 | $ | 3.49 | ||||||||||
| Normalized FFO | 5.06 | $ | 5.14 | $ | 5.24 | $ | 5.30 | ||||||||||
| Other items:(1) | |||||||||||||||||
| Net straight-line rent and above/below market rent amortization | (205) | $ | (205) | $ | (224) | $ | (224) | ||||||||||
| Non-cash interest expenses | 50 | 51 | 51 | ||||||||||||||
| Recurring cap-ex, tenant improvements and lease commissions(3) | (355) | (380) | (380) | ||||||||||||||
| Stock-based compensation | 53 | 53 | 53 | ||||||||||||||
| (1) Amounts presented net of noncontrolling interests' share and Welltower's share of unconsolidated entities. | |||||||||||||||||
| (2) See Exhibit 2. Also includes estimated stock compensation expense of 10 million related to the 2021 Special Stock Performance Option Awards and the 2022-2025 OPP Awards, and 1.08 billion related to the Ten Year Executive Continuity and Alignment Program (2035). | |||||||||||||||||
| (3) Reflects recurring cap-ex, tenant improvements and lease commissions on owned operational properties. |
All values are in US Dollars.
| Page 9 of 12 | ||||
|---|---|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 | ||
| --- | --- | --- | ||
| SSNOI Reconciliation | Exhibit 4 | |||
| --- | --- | --- | --- | --- |
| (in thousands) | ||||
| 2024 | % growth | |||
| Net income (loss) | 282,186 | $ | 456,800 | |
| Loss (gain) on real estate dispositions and acquisitions of controlling interests, net | (272,266) | |||
| Loss (income) from unconsolidated entities | 4,038 | |||
| Income tax expense (benefit) | (4,706) | |||
| Other expenses | 20,239 | |||
| Impairment of assets | 23,421 | |||
| Provision for loan losses, net | 4,193 | |||
| Loss (gain) on extinguishment of debt, net | 419 | |||
| Loss (gain) on derivatives and financial instruments, net | (9,906) | |||
| General and administrative expenses | 77,901 | |||
| Depreciation and amortization | 403,779 | |||
| Interest expense | 139,050 | |||
| Consolidated NOI | 842,962 | |||
| NOI attributable to unconsolidated investments(1) | 32,043 | |||
| NOI attributable to noncontrolling interests(2) | (17,332) | |||
| Pro rata NOI | 857,673 | |||
| Non-cash NOI attributable to same store properties | (27,827) | |||
| NOI attributable to non-same store properties | (305,547) | |||
| Currency and ownership adjustments(3) | 1,377 | |||
| Normalizing adjustments, net(4) | 1,738 | |||
| Same Store NOI (SSNOI) | 603,852 | $ | 527,414 | 14.5% |
| Seniors Housing Operating | 350,200 | 20.3% | ||
| Seniors Housing Triple-net | 69,777 | 3.1% | ||
| Outpatient Medical | 26,019 | 4.0% | ||
| Long-Term/Post-Acute Care | 81,418 | 2.7% | ||
| Total SSNOI | 603,852 | $ | 527,414 | 14.5% |
| (1) Represents Welltower's interests in joint ventures where Welltower is the minority partner. | ||||
| (2) Represents minority partners' interests in joint ventures where Welltower is the majority partner. | ||||
| (3) Includes where appropriate adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a /CAD rate of 1.43 and to translate UK properties at a / rate of 1.23. | ||||
| (4) Includes other adjustments described in the accompanying Supplement. |
All values are in US Dollars.
| Page 10 of 12 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 3Q25 | Earnings Release | October 27, 2025 | |||||||
| --- | --- | --- | Reconciliation of SHO SS RevPOR Growth | Exhibit 5 | |||||
| --- | --- | --- | --- | --- | --- | ||||
| (in thousands except SS RevPOR) | Three Months Ended | ||||||||
| September 30, | |||||||||
| 2025 | 2024 | ||||||||
| Consolidated SHO revenues | $ | 2,070,115 | $ | 1,514,022 | |||||
| Unconsolidated SHO revenues attributable to WELL(1) | 60,435 | 64,491 | |||||||
| SHO revenues attributable to noncontrolling interests(2) | (20,860) | (21,556) | |||||||
| SHO pro rata revenues(3) | 2,109,690 | 1,556,957 | |||||||
| Non-cash and non-RevPOR revenues on same store properties | (2,845) | (3,754) | |||||||
| Revenues attributable to non-same store properties | (679,842) | (260,664) | |||||||
| Currency and ownership adjustments(4) | (17,995) | (9,417) | |||||||
| SHO SS RevPOR revenues(5) | $ | 1,409,008 | $ | 1,283,122 | |||||
| Average occupied units/month(6) | 77,857 | 74,313 | |||||||
| SHO SS RevPOR(7) | $ | 5,983 | $ | 5,709 | |||||
| SS RevPOR YOY growth | 4.8 | % | |||||||
| (1) Represents Welltower's interests in joint ventures where Welltower is the minority partner. | |||||||||
| (2) Represents minority partners' interests in joint ventures where Welltower is the majority partner. | |||||||||
| (3) Represents SHO revenues at Welltower pro rata ownership. | |||||||||
| (4) Includes adjustments to reflect consistent property ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada. | |||||||||
| (5) Represents SS SHO RevPOR revenues at Welltower pro rata ownership. | |||||||||
| (6) Represents average occupied units for SS properties on a pro rata basis. | |||||||||
| (7) Represents pro rata SS average revenues generated per occupied room per month. | |||||||||
| Page 11 of 12 | |||||||||
| --- | |||||||||
| 3Q25 | Earnings Release | October 27, 2025 | |||||||
| --- | --- | --- | |||||||
| Net Debt to Adjusted EBITDA and Adjusted Fixed Charge Ratio Reconciliation | |||||||||
| --- | --- | ||||||||
| (in thousands) | |||||||||
| Net income (loss) | 282,186 | ||||||||
| Interest expense | |||||||||
| Income tax expense (benefit) | |||||||||
| Depreciation and amortization | |||||||||
| EBITDA | |||||||||
| Loss (income) from unconsolidated entities | |||||||||
| Stock-based compensation | |||||||||
| Loss (gain) on real estate dispositions and acquisitions of controlling interests, net | |||||||||
| Impairment of assets | |||||||||
| Provision for loan losses, net | |||||||||
| Loss (gain) on derivatives and financial instruments, net | |||||||||
| Other expenses | |||||||||
| Casualty losses, net of recoveries | |||||||||
| Adjusted EBITDA | 1,062,830 | ||||||||
| Total debt(1) | 16,960,008 | ||||||||
| Cash and cash equivalents and restricted cash | |||||||||
| Net debt | 10,019,435 | ||||||||
| Adjusted EBITDA annualized | 4,251,320 | ||||||||
| Net debt to Adjusted EBITDA ratio | |||||||||
| (1) Amounts include unamortized premiums/discounts, other fair value adjustments and financing lease liabilities. Excludes operating lease liabilities related to ASC 842 of 1,203,954,000 and 301,046,000 for the three months ended September 30, 2025 and 2024, respectively. |
All values are in US Dollars.
| Net Debt to Consolidated Enterprise Value | Exhibit 7 | |||||
|---|---|---|---|---|---|---|
| (in thousands, except share price) | ||||||
| September 30, 2025 | September 30, 2024 | |||||
| Common shares outstanding | 684,108 | 618,396 | ||||
| Period end share price | $ | 178.14 | $ | 128.03 | ||
| Common equity market capitalization | $ | 121,866,999 | $ | 79,173,240 | ||
| Net debt | 10,019,435 | 12,070,529 | ||||
| Noncontrolling interests(1) | 555,564 | 729,722 | ||||
| Consolidated enterprise value | $ | 132,441,998 | $ | 91,973,491 | ||
| Net debt to consolidated enterprise value | 7.6 | % | 13.1 | % | ||
| (1) Includes all noncontrolling interests (redeemable and permanent) as reflected on our consolidated balance sheet. | ||||||
| Page 12 of 12 | ||||||
| --- |
Document
| Table of Contents | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Overview | 1 | |||||||||||
| --- | --- | |||||||||||
| Portfolio | 2 | |||||||||||
| Investment | 6 | |||||||||||
| Financial | 11 | |||||||||||
| Glossary | 16 | |||||||||||
| Supplemental Reporting Measures | 17 | |||||||||||
| Forward Looking Statements and Risk Factors | 21 | |||||||||||
| Overview | ||||||||||||
| --- | ||||||||||||
| (dollars and occupancy at Welltower pro rata ownership; dollars in thousands) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Portfolio Composition(1) | Beds/Unit Mix | |||||||||||
| Average Age | Properties | Total | Wellness Housing | Independent Living | Assisted Living | Memory Care | Long-Term/ Post-Acute Care | |||||
| Seniors Housing Operating | 17 | 1,334 | 153,465 | 31,443 | 48,851 | 48,954 | 23,677 | 540 | ||||
| Seniors Housing Triple-net | 19 | 291 | 19,850 | — | 2,190 | 10,205 | 7,148 | 307 | ||||
| Outpatient Medical | 20 | 446 | 26,491,264 | (2) | n/a | n/a | n/a | n/a | n/a | |||
| Long-Term/Post-Acute Care | 34 | 376 | 46,429 | — | 30 | 1,127 | — | 45,272 | ||||
| Total | 20 | 2,447 | ||||||||||
| NOI Performance | Same Store(3) | In-Place Portfolio(4) | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Properties | 3Q24 NOI | 3Q25 NOI | % Change | Properties | Annualized <br>In-Place NOI | % of Total | ||||||
| Seniors Housing Operating | 763 | $ | 350,200 | $ | 421,242 | 20.3 | % | 1,194 | $ | 2,226,036 | 67.6 | % |
| Seniors Housing Triple-net | 246 | 69,777 | 71,925 | 3.1 | % | 285 | 339,992 | 10.3 | % | |||
| Outpatient Medical | 108 | 26,019 | 27,072 | 4.0 | % | 116 | 128,660 | 3.9 | % | |||
| Long-Term/Post-Acute Care | 222 | 81,418 | 83,613 | 2.7 | % | 370 | 600,144 | 18.2 | % | |||
| Total | 1,339 | $ | 527,414 | $ | 603,852 | 14.5 | % | 1,965 | $ | 3,294,832 | 100.0 | % |
| Portfolio Performance | Facility Revenue Mix | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Stable Portfolio(5) | Occupancy | EBITDAR Coverage(6) | EBITDARM Coverage(6) | Private Pay | Medicaid | Medicare | Other Government(7) | |||||
| Seniors Housing Operating | 88.4 | % | n/a | n/a | 96.8 | % | 0.8 | % | 0.3 | % | 2.1 | % |
| Seniors Housing Triple-net | 84.7 | % | 1.21 | 1.41 | 87.9 | % | 2.1 | % | 0.1 | % | 9.9 | % |
| Outpatient Medical | 94.2 | % | n/a | n/a | 100.0 | % | — | — | — | |||
| Long-Term/Post-Acute Care | 85.8 | % | 2.02 | 2.41 | 24.3 | % | 45.0 | % | 30.7 | % | — | % |
| Total | 1.61 | 1.91 | 91.7 | % | 3.8 | % | 2.3 | % | 2.2 | % |
Notes:
(1) Includes land parcels and properties under development.
(2) Indicates the total square footage of Outpatient Medical properties.
(3) See pages 18 and 19 for reconciliation.
(4) Excludes land parcels, loans, developments and investments held for sale. See page 18 for reconciliation.
(5) Data as of September 30, 2025 for Seniors Housing Operating and Outpatient Medical and June 30, 2025 for the remaining asset types.
(6) Represents trailing twelve month coverage metrics.
(7) Represents various federal and local reimbursement programs in the United Kingdom and Canada.
| Portfolio | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands at Welltower pro rata ownership) | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| In-Place NOI Diversification(1) | |||||||||||||
| By Partner: | Total Properties | Seniors Housing Operating | Seniors Housing <br>Triple-net | Outpatient<br>Medical | Long-Term/ Post-Acute Care | Total | % of Total | ||||||
| Cogir Management Corporation | 181 | $ | 344,980 | $ | — | $ | — | $ | — | $ | 344,980 | 10.5 | % |
| Sunrise Senior Living | 85 | 228,436 | — | — | — | 228,436 | 6.9 | % | |||||
| Avery Healthcare | 94 | 100,804 | 77,824 | — | — | 178,628 | 5.4 | % | |||||
| Oakmont Management Group | 69 | 170,512 | — | — | — | 170,512 | 5.2 | % | |||||
| StoryPoint Senior Living | 101 | 158,068 | — | — | — | 158,068 | 4.8 | % | |||||
| Integra Healthcare Properties | 115 | — | — | — | 154,928 | 154,928 | 4.7 | % | |||||
| Avir Health Group | 86 | — | — | — | 149,380 | 149,380 | 4.5 | % | |||||
| Care UK | 75 | 138,748 | — | — | — | 138,748 | 4.2 | % | |||||
| Legend Senior Living | 58 | 99,104 | — | — | 1,268 | 100,372 | 3.0 | % | |||||
| Sagora Senior Living | 73 | 93,388 | 236 | — | — | 93,624 | 2.8 | % | |||||
| Remaining | 1,028 | 891,996 | 261,932 | 128,660 | 294,568 | 1,577,156 | 48.0 | % | |||||
| Total | 1,965 | $ | 2,226,036 | $ | 339,992 | $ | 128,660 | $ | 600,144 | $ | 3,294,832 | 100.0 | % |
| By Country: | |||||||||||||
| United States | 1,618 | $ | 1,701,624 | $ | 224,900 | $ | 128,660 | $ | 593,464 | $ | 2,648,648 | 80.4 | % |
| United Kingdom | 211 | 262,992 | 111,844 | — | — | 374,836 | 11.4 | % | |||||
| Canada | 136 | 261,420 | 3,248 | — | 6,680 | 271,348 | 8.2 | % | |||||
| Total | 1,965 | $ | 2,226,036 | $ | 339,992 | $ | 128,660 | $ | 600,144 | $ | 3,294,832 | 100.0 | % |
| By MSA: | |||||||||||||
| Los Angeles | 55 | $ | 109,756 | $ | 21,328 | $ | 14,388 | $ | 1,368 | $ | 146,840 | 4.5 | % |
| New York / New Jersey | 70 | 97,404 | 18,728 | 12,064 | 17,504 | 145,700 | 4.4 | % | |||||
| Greater London | 64 | 115,952 | 20,208 | — | — | 136,160 | 4.1 | % | |||||
| Houston | 53 | 22,960 | 236 | 72,680 | 19,892 | 115,768 | 3.5 | % | |||||
| Dallas | 74 | 85,104 | 992 | 392 | 22,916 | 109,404 | 3.3 | % | |||||
| Washington D.C. | 37 | 56,664 | 6,564 | — | 26,772 | 90,000 | 2.7 | % | |||||
| Montréal | 25 | 84,396 | — | — | — | 84,396 | 2.6 | % | |||||
| Chicago | 42 | 54,188 | 7,232 | — | 7,084 | 68,504 | 2.1 | % | |||||
| San Francisco | 23 | 54,800 | 11,164 | — | 2,492 | 68,456 | 2.1 | % | |||||
| Philadelphia | 43 | 29,848 | 5,240 | 328 | 32,924 | 68,340 | 2.1 | % | |||||
| Boston | 20 | 46,216 | 5,544 | 172 | — | 51,932 | 1.6 | % | |||||
| Seattle | 28 | 41,172 | 1,268 | 268 | 1,964 | 44,672 | 1.4 | % | |||||
| Raleigh | 11 | 10,932 | 31,228 | — | — | 42,160 | 1.3 | % | |||||
| Tampa | 33 | 7,724 | 2,592 | 924 | 29,536 | 40,776 | 1.2 | % | |||||
| Charlotte | 23 | 17,324 | 10,316 | 10,408 | — | 38,048 | 1.2 | % | |||||
| Pittsburgh | 21 | 23,396 | 5,572 | 2,452 | 5,784 | 37,204 | 1.1 | % | |||||
| San Antonio | 18 | 21,604 | 972 | 492 | 12,828 | 35,896 | 1.1 | % | |||||
| Toronto | 15 | 35,256 | — | — | — | 35,256 | 1.1 | % | |||||
| Cleveland | 24 | 26,296 | 2,612 | — | 3,912 | 32,820 | 1.0 | % | |||||
| Birmingham UK | 16 | 19,968 | 11,896 | — | — | 31,864 | 1.0 | % | |||||
| Remaining | 1,270 | 1,265,076 | 176,300 | 14,092 | 415,168 | 1,870,636 | 56.6 | % | |||||
| Total | 1,965 | $ | 2,226,036 | $ | 339,992 | $ | 128,660 | $ | 600,144 | $ | 3,294,832 | 100.0 | % |
Notes:
(1) Represents current quarter annualized In-Place NOI. See page 18 for reconciliation.
| Portfolio | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars, units and occupancy at Welltower pro rata ownership; dollars in thousands) | ||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Seniors Housing Operating | ||||||||||||||||||||||||||
| Total Portfolio Performance(1) | 3Q24 | 4Q24 | 1Q25 | 2Q25 | 3Q25 | |||||||||||||||||||||
| Properties | 1,029 | 1,085 | 1,113 | 1,171 | 1,199 | |||||||||||||||||||||
| Units | 114,213 | 118,818 | 124,742 | 129,758 | 131,792 | |||||||||||||||||||||
| Total occupancy | 83.8 | % | 84.8 | % | 85.1 | % | 85.6 | % | 86.9 | % | ||||||||||||||||
| Total revenues | $ | 1,556,957 | $ | 1,808,025 | $ | 1,901,227 | $ | 2,007,567 | $ | 2,109,690 | ||||||||||||||||
| Operating expenses | 1,167,375 | 1,366,423 | 1,410,579 | 1,464,457 | 1,530,131 | |||||||||||||||||||||
| NOI | $ | 389,582 | $ | 441,602 | $ | 490,648 | $ | 543,110 | $ | 579,559 | ||||||||||||||||
| NOI margin | 25.0 | % | 24.4 | % | 25.8 | % | 27.1 | % | 27.5 | % | ||||||||||||||||
| Recurring cap-ex | $ | 66,515 | $ | 75,822 | $ | 68,359 | $ | 63,937 | $ | 78,803 | ||||||||||||||||
| Other cap-ex | $ | 129,242 | $ | 188,301 | $ | 135,045 | $ | 118,646 | $ | 131,668 | ||||||||||||||||
| Same Store Performance(2) | 3Q24 | 4Q24 | 1Q25 | 2Q25 | 3Q25 | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Properties | 763 | 763 | 763 | 763 | 763 | |||||||||||||||||||||
| Units | 87,555 | 87,569 | 87,556 | 87,550 | 87,549 | |||||||||||||||||||||
| Occupancy | 84.9 | % | 86.3 | % | 86.9 | % | 87.8 | % | 88.9 | % | ||||||||||||||||
| Same store revenues | $ | 1,284,544 | $ | 1,310,200 | $ | 1,350,245 | $ | 1,376,291 | $ | 1,409,613 | ||||||||||||||||
| Compensation | 548,874 | 559,278 | 562,456 | 567,858 | 579,116 | |||||||||||||||||||||
| Utilities | 59,393 | 56,312 | 63,972 | 53,981 | 62,437 | |||||||||||||||||||||
| Food | 52,522 | 55,619 | 52,978 | 54,755 | 55,795 | |||||||||||||||||||||
| Repairs and maintenance | 34,366 | 34,823 | 34,775 | 35,579 | 37,930 | |||||||||||||||||||||
| Property taxes | 43,877 | 41,446 | 45,440 | 45,769 | 46,143 | |||||||||||||||||||||
| All other | 195,312 | 204,169 | 200,829 | 206,228 | 206,950 | |||||||||||||||||||||
| Same store operating expenses | 934,344 | 951,647 | 960,450 | 964,170 | 988,371 | |||||||||||||||||||||
| Same store NOI | $ | 350,200 | $ | 358,553 | $ | 389,795 | $ | 412,121 | $ | 421,242 | ||||||||||||||||
| Same store NOI margin % | 27.3 | % | 27.4 | % | 28.9 | % | 29.9 | % | 29.9 | % | ||||||||||||||||
| Year over year NOI growth rate | 20.3 | % | ||||||||||||||||||||||||
| Year over year revenue growth rate | 9.7 | % | Partners(3) | Properties | Pro Rata Units | Welltower Ownership %(4) | Top Markets | 3Q25 NOI | % of Total | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||||
| Cogir Management Corporation | 181 | 27,255 | 95.3 | % | Southern California | $ | 41,371 | 7.1 | % | |||||||||||||||||
| Sunrise Senior Living | 85 | 7,751 | 91.6 | % | Northern California | 37,263 | 6.4 | % | ||||||||||||||||||
| Oakmont Management Group | 69 | 6,911 | 100.0 | % | Greater London | 36,950 | 6.4 | % | ||||||||||||||||||
| StoryPoint Senior Living | 101 | 10,635 | 97.2 | % | New York / New Jersey | 24,187 | 4.2 | % | ||||||||||||||||||
| Care UK | 75 | 5,214 | 100.0 | % | Dallas | 21,223 | 3.7 | % | ||||||||||||||||||
| Avery Healthcare | 44 | 3,351 | 95.0 | % | Montreal | 21,224 | 3.7 | % | ||||||||||||||||||
| Legend Senior Living | 57 | 4,914 | 90.6 | % | Washington D.C. | 16,497 | 2.8 | % | ||||||||||||||||||
| Sagora Senior Living | 73 | 8,431 | 100.0 | % | Chicago | 13,784 | 2.4 | % | ||||||||||||||||||
| Belmont Village | 21 | 2,803 | 95.0 | % | Boston | 11,427 | 2.0 | % | ||||||||||||||||||
| Discovery Senior Living | 75 | 6,268 | 60.6 | % | Seattle | 10,406 | 1.8 | % | ||||||||||||||||||
| Axis Residential | 29 | 4,639 | 100.0 | % | Top markets | 35,617 | 6.2 | % | ||||||||||||||||||
| Quality Senior Living | 35 | 4,066 | 91.2 | % | All other | 543,942 | 93.8 | % | ||||||||||||||||||
| Monarch | 33 | 3,258 | 99.9 | % | Total | $ | 579,559 | 100.0 | % | |||||||||||||||||
| New Perspective Senior Living | 25 | 2,652 | 95.1 | % | ||||||||||||||||||||||
| Remaining | 291 | 33,404 | ||||||||||||||||||||||||
| Total | 1,194 | 131,552 |
Notes:
(1) Properties, units, occupancy and cap-ex exclude land parcels, properties under development/redevelopment, leased properties and nonoperational properties.
(2) See pages 18 and 19 for reconciliation.
(3) Represents partner concentration based on annualized In-Place NOI for the quarter ended September 30, 2025. Property count and pro rata units represent the In-Place portfolio.
(4) Welltower ownership percentage weighted based on In-Place NOI. See page 18 for reconciliation.
| Portfolio | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands at Welltower pro rata ownership) | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Payment Coverage Stratification | ||||||||||||||||
| EBITDARM Coverage(1) | EBITDAR Coverage(1) | |||||||||||||||
| % of In-Place NOI | Seniors Housing Triple-net | Long-Term/ Post- Acute Care | Total | Weighted Average Maturity | Number of Leases | Seniors Housing Triple-net | Long-Term/ Post- Acute Care | Total | Weighted Average Maturity | Number of Leases | ||||||
| <.85x | 0.3 | % | 0.1 | % | 0.4 | % | 9 | 3 | 0.3 | % | 0.1 | % | 0.4 | % | 9 | 3 |
| .85x-.95x | — | % | — | % | — | % | — | — | — | % | 2.6 | % | 2.6 | % | 16 | 1 |
| .95x-1.05x | — | % | — | % | — | % | — | — | 0.4 | % | — | % | 0.4 | % | 5 | 1 |
| 1.05x-1.15x | — | % | — | % | — | % | — | — | 1.2 | % | 0.4 | % | 1.6 | % | 10 | 5 |
| 1.15x-1.25x | 0.4 | % | — | % | 0.4 | % | 5 | 1 | 5.0 | % | — | % | 5.0 | % | 8 | 3 |
| 1.25x-1.35x | 0.8 | % | 2.6 | % | 3.4 | % | 15 | 2 | 0.2 | % | 0.7 | % | 0.9 | % | 2 | 2 |
| >1.35 | 7.4 | % | 5.8 | % | 13.2 | % | 10 | 22 | 1.8 | % | 4.7 | % | 6.5 | % | 13 | 13 |
| Total | 8.9 | % | 8.5 | % | 17.4 | % | 11 | 28 | 8.9 | % | 8.5 | % | 17.4 | % | 11 | 28 |
| Revenue and Lease Maturity(2) | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Rental Income | ||||||||||||||||
| Year | Seniors Housing <br>Triple-net | Outpatient Medical | Long-Term / Post-Acute Care | Interest <br>Income | Total <br>Revenues | % of Total | ||||||||||
| 2025 | $ | 6,012 | $ | 1,045 | $ | — | $ | 6,806 | $ | 13,863 | 1.0 | % | ||||
| 2026 | 3,233 | 3,693 | 9,258 | 97,451 | 113,635 | 8.4 | % | |||||||||
| 2027 | — | 3,108 | 1,287 | 51,236 | 55,631 | 4.1 | % | |||||||||
| 2028 | — | 6,143 | 6,669 | 114,897 | 127,709 | 9.5 | % | |||||||||
| 2029 | 1,115 | 7,231 | — | 4,285 | 12,631 | 0.9 | % | |||||||||
| 2030 | 12,463 | 7,387 | 30,060 | 184 | 50,094 | 3.7 | % | |||||||||
| 2031 | 6,752 | 5,870 | 4,630 | 216 | 17,468 | 1.3 | % | |||||||||
| 2032 | 96,993 | 5,461 | 54,172 | 351 | 156,977 | 11.6 | % | |||||||||
| 2033 | 63,514 | 1,791 | 1,070 | — | 66,375 | 4.9 | % | |||||||||
| 2034 | 420 | 5,636 | — | 328 | 6,384 | 0.5 | % | |||||||||
| Thereafter | 142,023 | 87,907 | 496,047 | 1,132 | 727,109 | 54.1 | % | |||||||||
| $ | 332,525 | $ | 135,272 | $ | 603,193 | $ | 276,886 | $ | 1,347,876 | 100.0 | % | |||||
| Weighted Avg Maturity Years | 10 | 11 | 15 | 2 | 11 |
Notes:
(1) Represents trailing twelve month coverage metrics as of June 30, 2025 for stable portfolio only. Agreements included represent 61% of total Seniors Housing Triple-net and Long-Term/Post-Acute Care In-Place NOI. See page 18 for a reconciliation. Agreements with mixed units use the predominant type based on investment balance.
(2) Excludes all land parcels, developments and investments classified as held for sale, as well as Seniors Housing Triple-net and Long-Term / Post-Acute Care leases accounted for on a cash basis where substantially all contractual rental income during the most recent period was not collected. Rental income represents annualized cash base rent for effective lease agreements. The amounts are derived from the current contracted monthly cash base rent, net of collectability reserves, if applicable. Rental income does not include common area maintenance charges, the amortization of above/below market lease intangibles or other non-cash income. Interest income represents the annualized contractual rate of interest for loans, net of collectability reserves, if applicable.
| Portfolio | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars, square feet and occupancy at Welltower pro rata ownership; dollars in thousands except per square feet) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Outpatient Medical | |||||||||||||||
| Total Portfolio Performance(1) | 3Q24 | 4Q24 | 1Q25 | 2Q25 | 3Q25 | ||||||||||
| Properties | 426 | 429 | 433 | 434 | 437 | ||||||||||
| Square feet | 21,320,290 | 21,430,682 | 21,775,061 | 21,914,499 | 22,073,485 | ||||||||||
| Occupancy | 94.4 | % | 94.3 | % | 94.5 | % | 94.4 | % | 94.2 | % | |||||
| Total revenues | $ | 208,750 | $ | 205,361 | $ | 214,693 | $ | 215,718 | $ | 219,238 | |||||
| Operating expenses | 64,795 | 61,392 | 66,804 | 65,197 | 65,851 | ||||||||||
| NOI | $ | 143,955 | $ | 143,969 | $ | 147,889 | $ | 150,521 | $ | 153,387 | |||||
| NOI margin | 69.0 | % | 70.1 | % | 68.9 | % | 69.8 | % | 70.0 | % | |||||
| Revenues per square foot | $ | 39.16 | $ | 38.33 | $ | 39.44 | $ | 39.37 | $ | 39.73 | |||||
| NOI per square foot | $ | 27.01 | $ | 26.87 | $ | 27.17 | $ | 27.47 | $ | 27.80 | |||||
| Recurring cap-ex | $ | 14,382 | $ | 11,029 | $ | 6,191 | $ | 13,221 | $ | 19,324 | |||||
| Other cap-ex | $ | 10,649 | $ | 16,756 | $ | 9,742 | $ | 9,297 | $ | 14,051 | |||||
| Same Store Performance(2) | 3Q24 | 4Q24 | 1Q25 | 2Q25 | 3Q25 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Properties | 108 | 108 | 108 | 108 | 108 | ||||||||||
| Occupancy | 97.0 | % | 97.1 | % | 97.1 | % | 97.3 | % | 97.5 | % | |||||
| Same store revenues | $ | 32,748 | $ | 33,157 | $ | 33,144 | $ | 33,477 | $ | 32,358 | |||||
| Same store operating expenses | 6,729 | 7,254 | 6,503 | 6,815 | 5,286 | ||||||||||
| Same store NOI | $ | 26,019 | $ | 25,903 | $ | 26,641 | $ | 26,662 | $ | 27,072 | |||||
| NOI margin | 79.5 | % | 78.1 | % | 80.4 | % | 79.6 | % | 83.7 | % | |||||
| Year over year NOI growth rate | 4.0 | % | |||||||||||||
| Portfolio Diversification<br><br>by Tenant(3) | Rental Income | % of Total | Quality Indicators | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| Kelsey-Seybold | $ | 73,011 | 54.0 | % | Health system affiliated properties as % of NOI(3) | 89.6 | % | ||||||||
| UnitedHealth | 15,356 | 11.4 | % | Health system affiliated tenants as % of rental income(3) | 80.4 | % | |||||||||
| Atrium Health | 10,456 | 7.7 | % | Investment grade tenants as % of rental income(3) | 80.1 | % | |||||||||
| Norman Regional Health | 1,304 | 1.0 | % | Retention (trailing twelve months)(3) | 86.2 | % | |||||||||
| Community Health Systems | 1,170 | 0.9 | % | Average remaining lease term (years)(3) | 11.2 | ||||||||||
| Remaining portfolio | 33,975 | 25.0 | % | Average building size (square feet)(3) | 70,506 | ||||||||||
| Total | $ | 135,272 | 100.0 | % | Average age (years) | 20 | |||||||||
| Expirations(3) | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Occupied square feet | 37,134 | 106,497 | 89,606 | 170,320 | 220,428 | 3,613,217 | |||||||||
| % of occupied square feet | 0.9 | % | 2.5 | % | 2.1 | % | 4.0 | % | 5.2 | % | 85.3 | % |
Notes:
(1) Properties, square feet, occupancy and cap-ex exclude land parcels, properties under development/redevelopment and nonoperational properties. Per square foot amounts are annualized.
(2) Includes 108 same store properties representing 3,661,140 square feet. See pages 18 and 19 for reconciliation.
(3) Excludes all land parcels, developments and investments held for sale. Rental income represents annualized cash base rent for effective lease agreements. The amounts are derived from the current contracted monthly cash base rent, net of collectability reserves, if applicable. Rental income does not include common area maintenance charges, the amortization of above/below market lease intangibles or other non-cash income. Retention includes month-to-month tenants retained.
| Investment |
|---|
(dollars in thousands at Welltower pro rata ownership)
Relationship Investment History
| Detail of Acquisitions/JVs(1) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 | 2024 | 1Q25 | 2Q25 | 3Q25 | 21-25 Total | ||||||||||
| Count | 35 | 27 | 52 | 54 | 26 | 16 | 18 | 228 | |||||||||
| Total | $ | 4,101,534 | $ | 2,785,739 | $ | 4,222,706 | $ | 5,287,140 | $ | 2,612,747 | $ | 978,896 | $ | 1,351,102 | $ | 21,339,864 | |
| Low | 5,000 | 6,485 | 2,950 | 970 | 13,358 | 4,825 | 13,200 | 970 | |||||||||
| Median | 45,157 | 66,074 | 65,134 | 39,863 | 54,794 | 50,994 | 38,440 | 47,479 | |||||||||
| High | 1,576,642 | 389,149 | 644,443 | 936,814 | 990,908 | 296,300 | 397,335 | 1,576,642 | |||||||||
| Investment Timing | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||
| Acquisitions and Loan Funding(2) | Yield | Construction Conversions(3) | Year 1 Yield | Dispositions and Loan Repayments | Yield | ||||||||||||
| July | $ | 973,930 | 8.1 | % | $ | 14,599 | 1.2 | % | $ | 46,996 | 11.7 | % | |||||
| August | 233,976 | 6.5 | % | 161,959 | 0.5 | % | 64,075 | 9.4 | % | ||||||||
| September | 554,205 | 7.8 | % | 84,000 | (1.9) | % | 32,797 | 12.6 | % | ||||||||
| Total | $ | 1,762,111 | 7.8 | % | $ | 260,558 | (0.2) | % | $ | 143,868 | 10.9 | % |
Notes:
(1) Includes non-yielding asset acquisitions.
(2) Includes advances for non-real estate loans. Excludes land acquisitions and advances for development loans.
(3) Includes expansion conversions and excludes in substance real estate investments.
| Investment | | --- || (dollars in thousands at Welltower pro rata ownership, except per bed / unit / square foot) | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Gross Investment Activity | | | | | | | | | | | | Third Quarter 2025 | | | | | | | | | | | Properties | Beds / Units / Square Feet | | Investment Per<br>Bed / Unit /<br>SqFt | | Pro Rata<br>Amount | | Yield | | | Acquisitions and Loan Funding(1) | | | | | | | | | | | Seniors Housing Operating | 17 | 1,973 | units | $ | 260,699 | $ | 443,495 | | | | Seniors Housing Triple-net | — | — | units | — | | 25,000 | | | | | Long-Term/Post-Acute Care | 45 | 5,039 | beds | 175,155 | | 882,607 | | | | | Loan funding | | | | | | 411,009 | | | | | Total acquisitions and loan funding(2) | 62 | | | | | 1,762,111 | | 7.8 | % | | Development Funding(3) | | | | | | | | | | | Development projects: | | | | | | | | | | | Seniors Housing Operating | 24 | 3,774 | units | | | 74,801 | | | | | Outpatient Medical | 2 | 155,370 | sf | | | 19,476 | | | | | Total development projects | 26 | | | | | 94,277 | | | | | Redevelopment and expansion projects: | | | | | | | | | | | Seniors Housing Operating | 1 | 28 | units | | | 1,884 | | | | | Total development funding | 27 | | | | | 96,161 | | 7.5 | % | | Total gross investments | | | | | | 1,858,272 | | 7.8 | % | | Dispositions and Loan Repayments(4) | | | | | | | | | | | Seniors Housing Operating | 2 | 96 | units | 117,064 | | 11,238 | | | | | Seniors Housing Triple-net | 1 | 115 | units | 39,130 | | 4,500 | | | | | Long-Term/Post-Acute Care | 2 | 168 | beds | 70,000 | | 11,760 | | | | | Other property dispositions | | | | | | 2,450 | | | | | Loan repayments | | | | | | 113,920 | | | | | Total dispositions and loan repayments(5) | 5 | | | | | 143,868 | | 10.9 | % | | Net investments (dispositions) | | | | | | $ | 1,714,404 | | |
Notes:
(1) Acquisitions represent purchase price excluding accounting adjustments pursuant to U.S. GAAP, for all consolidated and unconsolidated property acquisitions. Pro rata amounts include joint venture real estate loans receivable. Loan advances represent cash funded for real estate and non-real estate loans receivable, excluding development loans. Includes acquisition of leaseholds and additional ownership interest in properties, which are both excluded from property, unit and per unit metrics.
(2) Acquisition yields represents annualized contractual or projected cash rent/NOI to be generated divided by investment amount, excluding land parcels. Loan funding yield represents annualized contractual interest divided by investment amount.
(3) Amounts represent cash funded for all developments/expansions including construction in progress, loans and in substance real estate. Yield represents projected annualized cash rent/NOI to be generated upon conversion/stabilization divided by commitment amount.
(4) Amounts represent proceeds received for loan repayments and consolidated and unconsolidated property sales. Includes disposition of partial ownership interest in properties which are excluded from property, unit and per unit metrics. Other property dispositions include the sale of land parcels and nonoperational properties.
(5) Yield represents annualized cash rent/interest/NOI that was being generated pre-disposition divided by proceeds. Pro rata amounts include joint venture real estate loans receivable.
| Investment | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per bed / unit / square foot, at Welltower pro rata ownership) | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross Investment Activity | |||||||||
| Year-To-Date 2025 | |||||||||
| Properties | Beds / Units / Square Feet | Investment Per<br>Bed / Unit /<br>SqFt | Pro Rata<br>Amount | Yield | |||||
| Acquisitions and Loan Funding(1) | |||||||||
| Seniors Housing Operating | 95 | 13,077 | units | $ | 300,242 | $ | 2,518,989 | ||
| Seniors Housing Triple-net | 17 | 1,141 | units | 265,078 | 327,454 | ||||
| Outpatient Medical | 1 | 46,835 | sf | 484 | 22,691 | ||||
| Long-Term/Post-Acute Care | 94 | 10,552 | beds | 180,451 | 2,073,611 | ||||
| Loan funding | 524,031 | ||||||||
| Total acquisitions and loan funding(2) | 207 | 5,466,776 | 7.3 | % | |||||
| Development Funding(3) | |||||||||
| Development projects: | |||||||||
| Seniors Housing Operating | 31 | 5,600 | units | 258,356 | |||||
| Outpatient Medical | 7 | 439,205 | sf | 85,278 | |||||
| Total development projects | 38 | 343,634 | |||||||
| Redevelopment and expansion projects: | |||||||||
| Seniors Housing Operating | 2 | 427 | units | 6,164 | |||||
| Outpatient Medical | — | — | sf | 1,305 | |||||
| Total redevelopment and expansion projects | 2 | 7,469 | |||||||
| Total development funding | 40 | 351,103 | 7.4 | % | |||||
| Total gross investments | 5,817,879 | 7.3 | % | ||||||
| Dispositions and Loan Repayments(4) | |||||||||
| Seniors Housing Operating | 18 | 3,576 | units | 102,104 | 203,900 | ||||
| Seniors Housing Triple-net | 5 | 807 | units | 222,429 | 179,500 | ||||
| Outpatient Medical | 1 | 55,586 | sf | 397 | 22,063 | ||||
| Long-Term/Post-Acute Care | 4 | 561 | beds | 31,979 | 17,940 | ||||
| Other property dispositions | 15,400 | ||||||||
| Loan repayments | 329,465 | ||||||||
| Total dispositions and loan repayments(5) | 28 | 768,268 | 8.8 | % | |||||
| Net investments (dispositions) | $ | 5,049,611 |
Notes:
(1) Acquisitions represent purchase price excluding accounting adjustments pursuant to U.S. GAAP, for all consolidated and unconsolidated property acquisitions. Pro rata amounts include joint venture real estate loans receivable. Loan advances represent cash funded for real estate and non-real estate loans receivable, excluding development loans. Includes acquisition of leaseholds and additional ownership interest in properties, which are both excluded from property, unit and per unit metrics.
(2) Acquisition yields represents annualized contractual or projected cash rent/NOI to be generated divided by investment amount, excluding land parcels. Loan funding yield represents annualized contractual interest divided by investment amount.
(3) Amounts represent cash funded for all developments/expansions including construction in progress, loans and in substance real estate. Yield represents projected annualized cash rent/NOI to be generated upon conversion/stabilization divided by commitment amount.
(4) Amounts represent proceeds received for loan repayments and consolidated and unconsolidated property sales. Includes disposition of partial ownership interest in properties which are excluded from property, unit and per unit metrics. Other property dispositions include the sale of land parcels and nonoperational properties.
(5) Yield represents annualized cash rent/interest/NOI that was being generated pre-disposition divided by proceeds. Pro rata amounts include joint venture real estate loans receivable.
| Investment | | --- || (dollars in thousands at Welltower pro rata ownership) | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Development Summary(1) | | | | | | | | | | | | | | Unit Mix | | | | | | | | | | | Facility MSA | Total | Wellness Housing | Independent Living | Assisted Living | Memory Care | Commitment Amount | | Future Funding | | Estimated Conversion(2) | | Seniors Housing Operating | | | | | | | | | | | | | | Columbus, OH | 409 | 409 | — | — | — | $ | 89,957 | $ | — | 4Q25 | | | Chattanooga, TN | 243 | 243 | — | — | — | 60,861 | | 5,609 | | 1Q25 - 4Q25 | | | Kansas City, MO | 134 | 134 | — | — | — | 24,214 | | — | | 4Q25 | | | Southampton, UK | 80 | — | — | 80 | — | 22,722 | | 4,123 | | 4Q25 | | | Houston, TX | 80 | 80 | — | — | — | 22,358 | | 681 | | 2Q25 - 4Q25 | | | Brighton and Hove, UK | 70 | — | — | 45 | 25 | 11,023 | | 1,857 | | 4Q25 | | | Killeen, TX | 256 | 256 | — | — | — | 68,243 | | 3,507 | | 4Q23 - 1Q26 | | | Naples, FL | 188 | 188 | — | — | — | 53,612 | | — | | 4Q25 - 1Q26 | | | Dallas, TX | 142 | 142 | — | — | — | 45,480 | | 7,687 | | 4Q24 - 1Q26 | | | Saffron Walden, UK | 70 | — | — | 70 | — | 23,914 | | 6,489 | | 1Q26 | | | Tring, UK | 72 | — | — | 72 | — | 23,610 | | 9,451 | | 2Q26 | | | Birmingham, UK | 77 | — | — | 18 | 59 | 18,375 | | 3,247 | | 2Q26 | | | Dallas, TX | 230 | 230 | — | — | — | 84,674 | | 57,902 | | 3Q25 - 3Q26 | | | Dallas, TX | 201 | 201 | — | — | — | 59,944 | | 25,644 | | 2Q25 - 3Q26 | | | Stafford, UK | 76 | — | — | 76 | — | 24,700 | | 14,377 | | 3Q26 | | | San Jose, CA | 158 | — | — | 158 | — | 61,929 | | 27,931 | | Post 2026 | | | Auburn Opelika, AL | 225 | 225 | — | — | — | 59,303 | | 43,750 | | Post 2026 | | | Tallahassee, FL | 206 | 206 | — | — | — | 48,064 | | 33,822 | | Post 2026 | | | Atlanta, GA | 192 | 192 | — | — | — | 47,069 | | 34,271 | | Post 2026 | | | Copthorne, UK | 78 | — | — | 78 | — | 25,753 | | 17,474 | | Post 2026 | | Total | | 3,187 | 2,506 | — | 597 | 84 | $ | 875,805 | $ | 297,822 | |
(1) Includes development projects (construction in progress, development loans and in substance real estate) but excludes expansion projects. Commitment amount represents current cash amount funded plus unfunded commitments to complete development, but excludes capitalized interest.
(2) Estimated conversion ranges relate to projects to be delivered in phases.
| Investment | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands at Welltower pro rata ownership) | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Development Funding Projections(1) | ||||||||||||||||||
| Projected Future Funding | ||||||||||||||||||
| Projects | Beds / Units / Square Feet | Stable Yields(3) | 2025 Funding | Funding Thereafter | Total Unfunded Commitments | Committed Balances | ||||||||||||
| Seniors Housing Operating | 20 | 3,187 | 7.7 | % | $ | 79,871 | $ | 217,951 | $ | 297,822 | $ | 875,805 | ||||||
| Development Project Conversion Estimates(1) | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Quarterly Conversions | Annual Conversions | |||||||||||||||||
| Amount | Year 1 Yields(3) | Stable Yields(3) | Amount | Year 1 Yields(3) | Stable Yields(3) | |||||||||||||
| 1Q25 actual | $ | 302,507 | 3.5 | % | 6.6 | % | 2025 actual | $ | 1,022,982 | 1.5 | % | 7.0 | % | |||||
| 2Q25 actual | 459,917 | 1.2 | % | 6.9 | % | 2025 estimate | 231,135 | (0.4) | % | 7.7 | % | |||||||
| 3Q25 actual | 260,558 | (0.2) | % | 7.6 | % | 2026 estimate | 402,552 | 0.0 | % | 7.9 | % | |||||||
| 4Q25 estimate | 231,135 | (0.4) | % | 7.7 | % | Thereafter estimate | 242,118 | 1.0 | % | 7.4 | % | |||||||
| Total | $ | 1,254,117 | 1.2 | % | 7.1 | % | Total | $ | 1,898,787 | 0.9 | % | 7.3 | % | |||||
| Unstabilized Properties | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| 6/30/2025 Properties | Stabilizations | Construction Conversions(1) | Acquisitions/ Dispositions | 9/30/2025 Properties | Beds / Units | |||||||||||||
| Seniors Housing Operating | 61 | (5) | 6 | 2 | 64 | 9,552 | ||||||||||||
| Seniors Housing Triple-net | 10 | — | — | (2) | 8 | 604 | ||||||||||||
| Total | 71 | (5) | 6 | — | 72 | 10,156 | Occupancy | 6/30/2025 Properties | Stabilizations | Construction Conversions(3) | Acquisitions/ Dispositions | Progressions | 9/30/2025 Properties | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| 0% - 50% | 29 | — | 5 | — | (3) | 31 | ||||||||||||
| 50% - 70% | 17 | — | 1 | — | (7) | 11 | ||||||||||||
| 70% + | 25 | (5) | — | — | 10 | 30 | ||||||||||||
| Total | 71 | (5) | 6 | — | — | 72 | ||||||||||||
| Occupancy | 9/30/2025 Properties | Months In Operation | Revenues | % of Total Revenues(2) | Gross Investment Balance | % of Total Gross Investment | ||||||||||||
| 0% - 50% | 31 | 10 | $ | 151,578 | 1.4 | % | $ | 1,198,084 | 2.1 | % | ||||||||
| 50% - 70% | 11 | 27 | 204,415 | 1.9 | % | 686,474 | 1.2 | % | ||||||||||
| 70% + | 30 | 40 | 421,397 | 3.9 | % | 1,581,530 | 2.8 | % | ||||||||||
| Total | 72 | 25 | $ | 777,390 | 7.2 | % | $ | 3,466,088 | 6.1 | % |
(1) Includes development projects (construction in progress, development loans and in substance real estate) and excludes expansion projects. Actual conversions exclude $206,183,000 of in substance real estate investment projects placed in service. Projects expected to be delivered in phases over multiple quarters are reflected in the last quarter.
(2) Actual yields may vary.
(3) Includes expansion and development loan conversions.
(4) Percent of total revenues based on current quarter annualized pro rata total revenues on page 12.
| Financial | |||||
|---|---|---|---|---|---|
| (dollars in thousands at Welltower pro rata ownership) | |||||
| --- | --- | --- | --- | --- | --- |
| Components of NAV | |||||
| Stabilized NOI | Pro rata beds/units/square feet | ||||
| Seniors Housing Operating(1) | $ | 2,226,036 | 131,552 | units | |
| Seniors Housing Triple-net | 339,992 | 19,483 | units | ||
| Outpatient Medical | 128,660 | 4,377,989 | square feet | ||
| Long-Term/Post-Acute Care | 600,144 | 45,632 | beds | ||
| Total In-Place NOI(2) | 3,294,832 | ||||
| Incremental stabilized NOI(3) | 150,673 | ||||
| Total stabilized NOI | $ | 3,445,505 | |||
| Obligations | |||||
| Lines of credit and commercial paper(4) | $ | — | |||
| Senior unsecured notes(4) | 14,436,465 | ||||
| Secured debt(4) | 3,321,341 | ||||
| Financing lease liabilities | 112,091 | ||||
| Total debt | 17,869,897 | ||||
| Add (Subtract): | |||||
| Other liabilities (assets), net(5) | 497,854 | ||||
| Cash and cash equivalents and restricted cash | (6,976,593) | ||||
| Net obligations | $ | 11,391,158 | |||
| Other Assets | |||||
| Land parcels(6) | $ | 303,983 | Effective Interest Rate(9) | ||
| Real estate loans receivable(7) | 2,929,551 | 10.6% | |||
| Non-real estate loans receivable(8) | 560,474 | 9.3% | |||
| Joint venture real estate loans receivables(10) | 258,468 | 5.5% | |||
| Property dispositions(11) | 7,211,771 | ||||
| Development properties:(12) | |||||
| Current balance | 580,250 | ||||
| Unfunded commitments | 304,679 | ||||
| Committed balances | $ | 884,929 | |||
| Projected yield | 7.7 | % | |||
| Projected NOI | $ | 68,140 | |||
| Common shares outstanding(13) | 686,356 |
Notes:
(1) Includes $12,574,000 attributable to our proportional share of income (loss) from unconsolidated management company investments.
(2) See page 18 for reconciliation.
(3) Represents incremental NOI from Seniors Housing Operating unstabilized properties.
(4) Represents principal amounts due and do not include unamortized premiums/discounts, deferred loan expenses or other fair value adjustments as reflected on the balance sheet. Includes $871,392,000 of foreign secured debt.
(5) Includes liabilities / (assets) that impact cash or NOI and excludes non-real estate loans and non-cash items such straight-line rent receivable, unearned revenues, intangible assets and above/below market lease intangibles.
(6) Includes land parcels and predevelopment projects.
(7) Represents $2,952,905,000 of real estate loans, excluding development loans and including certain in substance real estate developments and held to maturity debt securities, net of $23,354,000 of credit allowances.
(8) Represents $569,102,000 of non-real estate loans, net of $8,628,000 of credit allowances.
(9) Average cash-pay interest rates are 7.5%, 0.8% and 5.5% for real estate, non-real estate loans and joint venture real estate loans, respectively. Rates exclude non-accrual/interest-free loans.
(10) Represents our partners' share of Welltower loans made to select joint ventures secured by the joint venture owned properties.
(11) Represents proceeds from expected property dispositions in the next twelve months.
(12) See pages 9-10. Includes expansion projects. Includes partial conversions to date.
(13) Includes OP Units and DownREIT Units.
| Financial | | --- || (dollars in thousands at Welltower pro rata ownership) | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Net Operating Income(1) | | | | | | | | | | | | | 3Q24 | | 4Q24 | | 1Q25 | | 2Q25 | | 3Q25 | | | Revenues: | | | | | | | | | | | | Seniors Housing Operating | | | | | | | | | | | | Resident fees and services | $ | 1,554,263 | $ | 1,805,306 | $ | 1,897,810 | $ | 2,003,039 | $ | 2,100,724 | | Other income | 2,694 | | 2,719 | | 3,417 | | 4,528 | | 8,966 | | | Total revenues | 1,556,957 | | 1,808,025 | | 1,901,227 | | 2,007,567 | | 2,109,690 | | | Seniors Housing Triple-net | | | | | | | | | | | | Rental income | 115,763 | | 58,918 | | 103,399 | | 104,360 | | 99,423 | | | Interest income | — | | 8,167 | | 2,111 | | — | | — | | | Other income | 773 | | 38 | | 32 | | 346 | | 91 | | | Total revenues | 116,536 | | 67,123 | | 105,542 | | 104,706 | | 99,514 | | | Outpatient Medical | | | | | | | | | | | | Rental income | 206,709 | | 203,247 | | 212,554 | | 213,552 | | 217,188 | | | Other income | 2,041 | | 2,114 | | 2,139 | | 2,166 | | 2,050 | | | Total revenues | 208,750 | | 205,361 | | 214,693 | | 215,718 | | 219,238 | | | Long-Term/Post-Acute Care | | | | | | | | | | | | Rental income | 105,234 | | 122,471 | | 145,439 | | 165,214 | | 184,261 | | | Other income | 201 | | 21 | | 199 | | 14 | | 194 | | | Total revenues | 105,435 | | 122,492 | | 145,638 | | 165,228 | | 184,455 | | | Corporate | | | | | | | | | | | | Interest income | 72,742 | | 66,261 | | 63,572 | | 65,256 | | 70,477 | | | Other income | 43,653 | | 32,195 | | 34,179 | | 30,512 | | 52,439 | | | Total revenues | 116,395 | | 98,456 | | 97,751 | | 95,768 | | 122,916 | | | Total | | | | | | | | | | | | Resident fees and services | 1,554,263 | | 1,805,306 | | 1,897,810 | | 2,003,039 | | 2,100,724 | | | Rental income | 427,706 | | 384,636 | | 461,392 | | 483,126 | | 500,872 | | | Interest income | 72,742 | | 74,428 | | 65,683 | | 65,256 | | 70,477 | | | Other income | 49,362 | | 37,087 | | 39,966 | | 37,566 | | 63,740 | | | Total revenues | 2,104,073 | | 2,301,457 | | 2,464,851 | | 2,588,987 | | 2,735,813 | | | Property operating expenses: | | | | | | | | | | | | Seniors Housing Operating | 1,167,375 | | 1,366,423 | | 1,410,579 | | 1,464,457 | | 1,530,131 | | | Seniors Housing Triple-net | 6,103 | | 5,834 | | 5,190 | | 4,817 | | 4,496 | | | Outpatient Medical | 64,795 | | 61,392 | | 66,804 | | 65,197 | | 65,851 | | | Long-Term/Post-Acute Care | 3,436 | | 4,063 | | 3,495 | | 3,705 | | 3,609 | | | Corporate | 4,691 | | 6,385 | | 4,054 | | 4,740 | | 6,025 | | | Total property operating expenses | 1,246,400 | | 1,444,097 | | 1,490,122 | | 1,542,916 | | 1,610,112 | | | Net operating income: | | | | | | | | | | | | Seniors Housing Operating | 389,582 | | 441,602 | | 490,648 | | 543,110 | | 579,559 | | | Seniors Housing Triple-net | 110,433 | | 61,289 | | 100,352 | | 99,889 | | 95,018 | | | Outpatient Medical | 143,955 | | 143,969 | | 147,889 | | 150,521 | | 153,387 | | | Long-Term/Post-Acute Care | 101,999 | | 118,429 | | 142,143 | | 161,523 | | 180,846 | | | Corporate | 111,704 | | 92,071 | | 93,697 | | 91,028 | | 116,891 | | | Net operating income | $ | 857,673 | $ | 857,360 | $ | 974,729 | $ | 1,046,071 | $ | 1,125,701 |
Note:
(1) Please see discussion of Supplemental Reporting Measures on page 17. Includes amounts from investments sold or held for sale. NOI related to DownREITs included at 100%.
| Financial | | --- || (dollars in thousands) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Leverage and EBITDA Reconciliations(1) | | | | | | | | | Twelve Months Ended | | | Three Months Ended | | | | | September 30, 2025 | | | September 30, 2025 | | | | Net income (loss) | $ | 967,823 | | $ | 282,186 | | | Interest expense | 602,640 | | | 162,052 | | | | Income tax expense (benefit) | (2,017) | | | 2,335 | | | | Depreciation and amortization | 1,971,123 | | | 509,812 | | | | EBITDA | 3,539,569 | | | 956,385 | | | | Loss (income) from unconsolidated entities | 12,310 | | | 12,610 | | | | Stock-based compensation | 61,467 | | | 15,396 | | | | Loss (gain) on extinguishment of debt, net | 6,156 | | | — | | | | Loss (gain) on real estate dispositions and acquisitions of controlling interests, net | (78,847) | | | (4,025) | | | | Impairment of assets | 99,006 | | | 3,081 | | | | Provision for loan losses, net | (2,277) | | | 1,088 | | | | Loss (gain) on derivatives and financial instruments, net | 18,961 | | | 31,682 | | | | Other expenses | 109,762 | | | 44,699 | | | | Casualty losses, net of recoveries | 13,178 | | | 1,914 | | | | Other impairment(2) | 42,582 | | | — | | | | Total adjustments | 282,298 | | | 106,445 | | | | Adjusted EBITDA | $ | 3,821,867 | | $ | 1,062,830 | | | Interest Coverage Ratios | | | | | | | | Interest expense | $ | 602,640 | | $ | 162,052 | | | Capitalized interest | 40,483 | | | 6,150 | | | | Non-cash interest expense | (52,226) | | | (14,227) | | | | Total interest | $ | 590,897 | | $ | 153,975 | | | EBITDA | $ | 3,539,569 | | $ | 956,385 | | | Interest coverage ratio | 5.99 | | x | 6.21 | | x | | Adjusted EBITDA | $ | 3,821,867 | | $ | 1,062,830 | | | Adjusted Interest coverage ratio | 6.47 | | x | 6.90 | | x | | Fixed Charge Coverage Ratios | | | | | | | | Total interest | $ | 590,897 | | $ | 153,975 | | | Secured debt principal amortization | 62,627 | | | 16,707 | | | | Total fixed charges | $ | 653,524 | | $ | 170,682 | | | EBITDA | $ | 3,539,569 | | $ | 956,385 | | | Fixed charge coverage ratio | 5.42 | | x | 5.60 | | x | | Adjusted EBITDA | $ | 3,821,867 | | $ | 1,062,830 | | | Adjusted Fixed charge coverage ratio | 5.85 | | x | 6.23 | | x | | Net Debt to EBITDA Ratios | | | | | | | | Total debt(3) | | | | $ | 16,960,008 | | | Less: cash and cash equivalents and restricted cash | | | | (6,940,573) | | | | Net debt | | | | $ | 10,019,435 | | | EBITDA Annualized | | | | $ | 3,825,540 | | | Net debt to EBITDA ratio | | | | 2.62 | | x | | Adjusted EBITDA Annualized | | | | $ | 4,251,320 | | | Net debt to Adjusted EBITDA ratio | | | | 2.36 | | x |
Notes:
(1) Please see discussion of Supplemental Reporting Measures on page 17.
(2) Represents the write-off of straight-line rent receivable and unamortized lease incentive balances related to leases placed on cash recognition.
(3) Includes unamortized premiums/discounts, other fair value adjustments and financing lease liabilities of $107,646,000. Excludes operating lease liabilities of $1,203,954,000 related to ASC 842.
| Financial | | --- || (in thousands except share price) | | | | | | --- | --- | --- | --- | --- | | Leverage and Current Capitalization(1) | | | | | | | | | % of Total | | | Book capitalization | | | | | | Lines of credit and commercial paper(2) | $ | — | — | % | | Long-term debt obligations(2)(3) | 16,960,008 | | 34.38 | % | | Cash and cash equivalents and restricted cash | (6,940,573) | | (14.07) | % | | Net debt to consolidated book capitalization | $ | 10,019,435 | 20.31 | % | | Total equity and noncontrolling interests(4) | 39,312,382 | | 79.69 | % | | Consolidated book capitalization | $ | 49,331,817 | 100.00 | % | | Joint venture debt, net(5) | 614,039 | | | | | Total book capitalization | $ | 49,945,856 | | | | Undepreciated book capitalization | | | | | | Lines of credit and commercial paper(2) | $ | — | — | % | | Long-term debt obligations(2)(3) | 16,960,008 | | 28.54 | % | | Cash and cash equivalents and restricted cash | (6,940,573) | | (11.68) | % | | Net debt to consolidated undepreciated book capitalization | $ | 10,019,435 | 16.86 | % | | Accumulated depreciation and amortization | 10,107,309 | | 17.00 | % | | Total equity and noncontrolling interests(4) | 39,312,382 | | 66.14 | % | | Consolidated undepreciated book capitalization | $ | 59,439,126 | 100.00 | % | | Joint venture debt, net(5) | 614,039 | | | | | Total undepreciated book capitalization | $ | 60,053,165 | | | | Enterprise value | | | | | | Lines of credit and commercial paper(2) | $ | — | — | % | | Long-term debt obligations(2)(3) | 16,960,008 | | 12.81 | % | | Cash and cash equivalents and restricted cash | (6,940,573) | | (5.24) | % | | Net debt to consolidated enterprise value | $ | 10,019,435 | 7.57 | % | | Common shares outstanding | 684,108 | | | | | Period end share price | 178.14 | | | | | Common equity market capitalization | $ | 121,866,999 | 92.02 | % | | Noncontrolling interests(4) | 555,564 | | 0.42 | % | | Consolidated enterprise value | $ | 132,441,998 | 100.00 | % | | Joint venture debt, net(5) | 614,039 | | | | | Total enterprise value | $ | 133,056,037 | | | | Secured debt as % of total assets | | | | | | Secured debt(2) | $ | 2,487,354 | 3.57 | % | | Gross asset value(6) | $ | 69,612,111 | | | | Total debt as % of gross asset value | | | | | | Total debt(2)(3) | $ | 16,960,008 | 24.36 | % | | Gross asset value(6) | $ | 69,612,111 | | | | Unsecured debt as % of unencumbered assets | | | | | | Unsecured debt(2) | $ | 14,365,008 | 23.13 | % | | Unencumbered gross assets(7) | $ | 62,112,165 | | |
Notes:
(1) Please see discussion of Supplemental Reporting Measures on page 17.
(2) Amounts include unamortized premiums/discounts and other fair value adjustments as reflected on the balance sheet.
(3) Includes financing lease liabilities of $107,646,000 and excludes operating lease liabilities of $1,203,954,000 related to ASC 842.
(4) Includes all noncontrolling interests (redeemable and permanent) as reflected on our balance sheet.
(5) Net of Welltower's share of unconsolidated debt and minority partners' share of Welltower consolidated debt.
(6) Gross asset value equals total assets plus accumulated depreciation as reflected on the balance sheet.
(7) Unencumbered gross assets equals gross asset value for consolidated properties that are not financed with secured debt.
| Financial | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Debt Maturities and Scheduled Principal Amortization(1) | ||||||||||||||||||||||
| Year | Lines of Credit and Commercial Paper(2) | Senior Unsecured Notes(3) | Consolidated Secured Debt | Noncontrolling Interests' Share of Consolidated Debt | Share of Unconsolidated Secured Debt | Combined Debt(4) | % of Total | Wtd. Avg. Interest Rate (5) | ||||||||||||||
| 2025 | $ | — | $ | — | $ | 26,037 | $ | (307) | $ | 34,033 | $ | 59,763 | 0.34 | % | 5.03 | % | ||||||
| 2026 | — | 700,000 | 256,400 | (2,441) | 32,121 | 986,080 | 5.55 | % | 4.01 | % | ||||||||||||
| 2027 | — | 1,894,845 | 366,517 | (2,340) | 141,242 | 2,400,264 | 13.52 | % | 4.07 | % | ||||||||||||
| 2028 | — | 2,534,420 | 190,724 | (329) | 32,258 | 2,757,073 | 15.53 | % | 3.84 | % | ||||||||||||
| 2029 | — | 2,162,321 | 420,424 | (78,216) | 23,048 | 2,527,577 | 14.23 | % | 3.46 | % | ||||||||||||
| 2030 | — | 1,750,000 | 178,007 | (327) | 1,888 | 1,929,568 | 10.87 | % | 3.86 | % | ||||||||||||
| 2031 | — | 1,350,000 | 59,188 | (343) | 372,036 | 1,780,881 | 10.03 | % | 3.66 | % | ||||||||||||
| 2032 | — | 1,050,000 | 70,849 | (355) | 84,374 | 1,204,868 | 6.79 | % | 3.56 | % | ||||||||||||
| 2033 | — | — | 419,259 | (36,866) | 650 | 383,043 | 2.16 | % | 4.82 | % | ||||||||||||
| 2034 | — | 672,200 | 204,310 | (8,066) | 680 | 869,124 | 4.89 | % | 4.41 | % | ||||||||||||
| Thereafter | — | 2,400,000 | 438,266 | (699) | 21,998 | 2,859,565 | 16.09 | % | 5.02 | % | ||||||||||||
| Totals | $ | — | $ | 14,513,786 | $ | 2,629,981 | $ | (130,289) | $ | 744,328 | $ | 17,757,806 | 100.00 | % | ||||||||
| Weighted Avg. Interest Rate(5) | — | % | 3.96 | % | 4.09 | % | 4.79 | % | 5.44 | % | 4.03 | % | ||||||||||
| Weighted Avg. Maturity Years | — | 5.6 | 7.0 | 5.2 | 4.6 | 5.7 | ||||||||||||||||
| % Floating Rate Debt(5) | — | % | 12.52 | % | 9.06 | % | 59.35 | % | 4.58 | % | 11.33 | % | ||||||||||
| Debt by Local Currency(1) | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| Lines of Credit and Commercial Paper(2) | Senior Unsecured Notes(3) | Consolidated Secured Debt | Noncontrolling Interests' Share of Consolidated Debt | Share of Unconsolidated Secured Debt | Combined Debt(4) | Investment Hedges(6) | ||||||||||||||||
| United States | $ | — | $ | 12,707,321 | $ | 1,783,314 | $ | (114,615) | $ | 703,929 | $ | 15,079,949 | $ | — | ||||||||
| United Kingdom | — | 1,411,620 | — | — | — | 1,411,620 | 2,420,871 | |||||||||||||||
| Canada | — | 394,845 | 846,667 | (15,674) | 40,399 | 1,266,237 | 4,151,400 | |||||||||||||||
| Totals | $ | — | $ | 14,513,786 | $ | 2,629,981 | $ | (130,289) | $ | 744,328 | $ | 17,757,806 | $ | 6,572,271 |
Notes:
(1) Represents principal amounts due excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.
(2) Our unsecured commercial paper program and our unsecured revolving credit facility had a zero balance as of September 30, 2025. The unsecured revolving credit facility is comprised of a $2,000,000,000 tranche that matures on July 24, 2029 and a $3,000,000,000 tranche that matures on July 24, 2028. The $3,000,000,000 tranche may be extended for two successive terms of six months at our option. Commercial paper borrowings are backstopped by the unsecured revolving credit facility.
(3) Senior Unsecured Notes include the following:
•2027 includes a $1,000,000,000 unsecured term loan and a CAD $250,000,000 unsecured term loan (approximately $179,475,000 USD at September 30, 2025). The loans mature on July 19, 2026. The interest rates on the loans are adjusted SOFR + 0.78% for USD and adjusted CORRA + 0.78% for CAD. Both term loans may be extended for two successive terms of six months at our option.
•2027 also includes CAD $300,000,000 of 2.95% senior unsecured notes (approximately $215,370,000 USD at September 30, 2025) that matures on January 15, 2027.
•2028 includes $1,035,000,000 of 2.75% exchangeable senior unsecured notes that mature on May 15, 2028 unless earlier exchanged, purchased or redeemed.
•2028 also includes £550,000,000 of 4.80% senior unsecured notes (approximately $739,420,000 USD at September 30, 2025). The notes mature on November 20, 2028.
•2029 includes $1,035,000,000 of 3.125% exchangeable senior unsecured notes that mature on July 15, 2029 unless earlier exchanged, purchased or redeemed.
•2034 includes £500,000,000 of 4.50% senior unsecured notes (approximately $672,200,000 USD at September 30, 2025). The notes mature on December 1, 2034.
(4) Excludes operating lease liabilities of $1,203,954,000 and finance lease liabilities of $107,646,000 related to ASC 842.
(5) Based on variable interest rates and foreign currency exchange rates in effect as of September 30, 2025. The interest rate on the unsecured revolving credit facility is adjusted SOFR + 0.705%. Commercial paper, senior notes and secured debt average interest rate represents the face value note rate. Includes the impact of notional swaps and caps to convert fixed rate debt to SOFR-based floating rate debt, and SOFR-based floating rate debt and CORRA-based floating rate debt to fixed rate debt.
(6) Represents notional value of foreign currency derivative contracts at end of period spot FX rates. The fair market value of the gains (losses) of these contracts is currently USD $(174,461,000), as represented in other assets (liabilities) on the balance sheet. We supplement our local currency debt with foreign currency derivative contracts to offset the translation and economic exposures related to our international investments. Currently, our foreign currency derivatives are comprised of cross-currency swaps.
| Glossary |
|---|
Age: Current year, less the year built, adjusted for major renovations. Average age is weighted by pro rata NOI.
Cap-ex, Tenant Improvements, Leasing Commissions: Represents amounts incurred for: 1) recurring and non-recurring capital expenditures required to maintain and re-tenant our properties; 2) second generation tenant improvements; and 3) leasing commissions paid to third party leasing agents to secure new tenants. Excludes sustainability investments.
Construction Conversion: Represents completed construction projects that were placed into service and began generating NOI.
EBITDAR: Earnings before interest, taxes, depreciation, amortization and rent. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate EBITDAR and has not independently verified the information.
EBITDAR Coverage: Represents the ratio of EBITDAR to contractual rent for leases or interest and principal payments for loans. EBITDAR coverage is a measure of a property’s ability to generate sufficient cash flows for the operator/borrower to pay rent and meet other obligations. The coverage shown excludes properties that are unstabilized, closed or for which data is not available or meaningful.
EBITDARM: Earnings before interest, taxes, depreciation, amortization, rent and management fees. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate EBITDARM and has not independently verified the information.
EBITDARM Coverage: Represents the ratio of EBITDARM to contractual rent for leases or interest and principal payments for loans. EBITDARM coverage is a measure of a property’s ability to generate sufficient cash flows for the operator/borrower to pay rent and meet other obligations, assuming that management fees are not paid. The coverage shown excludes properties that are unstabilized, closed or for which data is not available or meaningful.
Health System - Affiliated: Outpatient medical properties are considered affiliated with a health system if one or more of the following conditions are met: 1) the land parcel is contained within the physical boundaries of a hospital campus; 2) the land parcel is located adjacent to the campus; 3) the building is physically connected to the hospital regardless of the land ownership structure; 4) a ground lease is maintained with a health system entity; 5) a master lease is maintained with a health system entity; 6) significant square footage is leased to a health system entity; 7) the property includes an ambulatory surgery center with a hospital partnership interest; or 8) a significant square footage is leased to a physician group that is either employed, directly or indirectly by a health system, or has a significant clinical and financial affiliation with the health system.
Long-Term/Post-Acute Care: Includes all skilled nursing, rehabilitation and long-term/post-acute care facilities where the majority of individuals require 24-hour nursing or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement and are subject to triple-net operating leases. Most of these facilities focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation.
MSA: For the United States and Canada, we use the Metropolitan Statistical Area as defined by the U.S. Census Bureau and the Census Metropolitan Areas as defined by Statistics Canada, respectively. For the United Kingdom, we generally use the Metro Region as defined by EuroStat with Greater London defined as a 55-mile radius around the city’s center.
Occupancy: Outpatient Medical occupancy represents the percentage of total rentable square feet leased and occupied, including month-to-month leases, as of the date reported. Occupancy for all other property types represents average quarterly operating occupancy based on the most recent quarter of available data and excludes properties that are unstabilized, closed or for which data is not available or meaningful. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy and has not independently verified the information. Occupancy metrics are reflected at our pro rata share.
Outpatient Medical: Outpatient medical buildings include properties offering ambulatory medical services such as primary and secondary care, outpatient surgery, diagnostic procedures and rehabilitation. These properties are typically affiliated with a health system and may be located on a hospital campus. They are specifically designed and constructed for use by healthcare professionals to provide services to patients. They also include medical office buildings that typically contain sole and group physician practices and may provide laboratory and other specialty services.
Seniors Housing Operating (SHO): Includes independent, assisted living and dementia care properties in the U.S. and Canada and all care homes in the U.K. generally structured to take advantage of the REIT Investment Diversification and Empowerment Act of 2007, as well as Wellness Housing properties.
Seniors Housing Triple-net (SH-NNN): Includes independent, assisted living and dementia care properties in the U.S. and Canada and all care homes in the U.K. subject to triple-net operating leases.
Square Feet: Net rentable square feet calculated utilizing Building Owners and Managers Association measurement standards.
Stable: Generally, a triple-net rental property is considered stable (versus unstabilized or under development) when it has achieved EBITDAR coverage of 1.00x or greater for three consecutive months or, if targeted performance has not been achieved, 12 months following the budgeted stabilization date. Triple-net properties for which income is recognized on a cash basis and for which substantially all contractual rent during the period has not been collected are excluded from the stable portfolio. A Seniors Housing Operating facility is considered stable upon the earliest of 90% occupancy, NOI at or above the underwritten target or 12 months past the underwritten stabilization date. Excludes assets held for sale and assets disposed of during the current quarter.
Unstabilized: An acquisition that does not meet the stable criteria upon closing or a construction property that has opened but not yet reached stabilization.
| Supplemental Reporting Measures |
|---|
We believe that revenues and net income, as defined by U.S. generally accepted accounting principles ("U.S. GAAP"), are the most appropriate earnings measurements. However, we consider EBITDA, Adjusted EBITDA, RevPOR, ExpPOR, SS RevPOR, SS ExpPOR, NOI, In-Place NOI ("IPNOI") and Same Store NOI ("SSNOI") to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, these supplemental measures are disclosed on our pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.
We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and are unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. IPNOI represents cash NOI excluding interest income, other income and non-IPNOI and adjusted for timing of current quarter portfolio changes such as acquisitions, development conversions, segment transitions and dispositions. Properties classified as held for sale and leased properties are excluded from IPNOI. 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. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in the same store amounts five full quarters after acquisition or being placed into service. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the period, are excluded from the same store amounts. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from the same store amounts until five full quarters post completion of the redevelopment. Properties undergoing operator transitions and/or segment transitions are also excluded from the same store amounts until five full quarters post completion of the operator transition or segment transition. In addition, properties significantly impacted by force majeure, acts of God or other extraordinary adverse events are excluded from same store amounts until five full quarters after the properties are placed back into service. SSNOI excludes non-cash NOI and includes adjustments to present consistent property ownership percentages and to translate Canadian properties and UK properties using a consistent exchange rate. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a supplemental, non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in our financial statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceed 0.50% of SSNOI growth per property type) are separately disclosed and explained. We believe NOI, IPNOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI, IPNOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our portfolio.
RevPOR represents the average revenues generated per occupied room per month and ExpPOR represents the average expenses per occupied room per month at our Seniors Housing Operating properties. These metrics are calculated as our pro rata share of total resident fees and services revenues or property operating expenses from the income statement, divided by average monthly occupied room days. SS RevPOR and SS ExpPOR are used to evaluate the RevPOR and ExpPOR performance of our properties under a consistent population, which eliminates changes in the composition of our portfolio. They are based on the same pool of properties used for SSNOI and include any revenue and expense normalizations used for SSNOI. We use RevPOR, ExpPOR, SS RevPOR and SS ExpPOR to evaluate the revenue-generating capacity and profit potential of our Seniors Housing Operating portfolio independent of fluctuating occupancy rates. They are also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our Seniors Housing Operating portfolio.
We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The ratios are based on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net income per income statement) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses on disposition of properties and acquisitions of controlling interests, impairment of assets, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments deemed appropriate in management's opinion. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Our leverage ratios include net debt to Adjusted EBITDA, book capitalization, undepreciated book capitalization and consolidated enterprise value. 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. Consolidated enterprise value represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management performance. None of the supplemental reporting measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to rounding.
| Supplemental Reporting Measures | | --- || (dollars in thousands) | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Non-GAAP Reconciliations | | | | | | | | | | | | NOI Reconciliation | 3Q24 | | 4Q24 | | 1Q25 | | 2Q25 | | 3Q25 | | | Net income (loss) | $ | 456,800 | $ | 123,753 | $ | 257,266 | $ | 304,618 | $ | 282,186 | | Loss (gain) on real estate dispositions and acquisitions of controlling interests, net | (272,266) | | (8,195) | | (51,777) | | (14,850) | | (4,025) | | | Loss (income) from unconsolidated entities | 4,038 | | (6,429) | | (1,263) | | 7,392 | | 12,610 | | | Income tax expense (benefit) | (4,706) | | 114 | | (5,519) | | 1,053 | | 2,335 | | | Other expenses | 20,239 | | 34,405 | | 14,060 | | 16,598 | | 44,699 | | | Impairment of assets | 23,421 | | 23,647 | | 52,402 | | 19,876 | | 3,081 | | | Provision for loan losses, net | 4,193 | | (245) | | (2,007) | | (1,113) | | 1,088 | | | Loss (gain) on extinguishment of debt, net | 419 | | — | | 6,156 | | — | | — | | | Loss (gain) on derivatives and financial instruments, net | (9,906) | | (9,102) | | (3,210) | | (409) | | 31,682 | | | General and administrative expenses | 77,901 | | 48,707 | | 63,758 | | 64,175 | | 63,124 | | | Depreciation and amortization | 403,779 | | 480,406 | | 485,869 | | 495,036 | | 509,812 | | | Interest expense | 139,050 | | 154,469 | | 144,962 | | 141,157 | | 162,052 | | | Consolidated net operating income | 842,962 | | 841,530 | | 960,697 | | 1,033,533 | | 1,108,644 | | | NOI attributable to unconsolidated investments(1) | 32,043 | | 31,158 | | 28,316 | | 26,069 | | 29,337 | | | NOI attributable to noncontrolling interests(2) | (17,332) | | (15,328) | | (14,284) | | (13,531) | | (12,280) | | | Pro rata net operating income (NOI)(3) | $ | 857,673 | $ | 857,360 | $ | 974,729 | $ | 1,046,071 | $ | 1,125,701 | | In-Place NOI Reconciliation | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | At Welltower pro rata ownership | Seniors Housing Operating | | Seniors Housing Triple-net | | Outpatient Medical | | Long-Term<br>/Post-Acute Care | | Corporate | | Total | | | Revenues | $ | 2,109,690 | $ | 99,514 | $ | 219,238 | $ | 184,455 | $ | 122,916 | $ | 2,735,813 | | Property operating expenses | (1,530,131) | | (4,496) | | (65,851) | | (3,609) | | (6,025) | | (1,610,112) | | | NOI(3) | 579,559 | | 95,018 | | 153,387 | | 180,846 | | 116,891 | | 1,125,701 | | | Adjust: | | | | | | | | | | | | | | Interest income | — | | — | | — | | — | | (70,477) | | (70,477) | | | Other income | (2,032) | | (91) | | (64) | | (194) | | (46,454) | | (48,835) | | | Sold / held for sale | 917 | | (204) | | (112,984) | | (86) | | — | | (112,357) | | | Nonoperational(4) | 604 | | — | | (63) | | (335) | | — | | 206 | | | Non In-Place NOI(5) | (27,360) | | (9,642) | | (8,111) | | (35,071) | | 40 | | (80,144) | | | Timing adjustments(6) | 4,821 | | (83) | | — | | 4,876 | | — | | 9,614 | | | Total adjustments | (23,050) | | (10,020) | | (121,222) | | (30,810) | | (116,891) | | (301,993) | | | In-Place NOI | 556,509 | | 84,998 | | 32,165 | | 150,036 | | — | | 823,708 | | | Annualized In-Place NOI | $ | 2,226,036 | $ | 339,992 | $ | 128,660 | $ | 600,144 | $ | — | $ | 3,294,832 | | Same Store Property Reconciliation | | | | | | | --- | --- | --- | --- | --- | --- | | | Seniors Housing Operating | Seniors Housing <br>Triple-net | Outpatient Medical | Long-Term<br>/Post-Acute Care | Total | | Total properties | 1,334 | 291 | 446 | 376 | 2,447 | | Recent acquisitions and development conversions(7) | (208) | (20) | (8) | (123) | (359) | | Under development | (20) | — | — | — | (20) | | Under redevelopment(8) | (1) | — | — | (1) | (2) | | Current held for sale | (8) | (3) | (322) | (4) | (337) | | Land parcels, loans and leased properties | (108) | (4) | (8) | — | (120) | | Transitions(9) | (221) | (18) | — | (24) | (263) | | Other(10) | (5) | — | — | (2) | (7) | | Same store properties | 763 | 246 | 108 | 222 | 1,339 |
Notes:
(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner.
(3) Represents Welltower's pro rata share of NOI. See page 12 for more information.
(4) Primarily includes development properties and land parcels.
(5) Primarily represents non-cash NOI and NOI associated with leased properties.
(6) Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions.
(7) Acquisitions and development conversions will enter the same store pool five full quarters after acquisition or certificate of occupancy.
(8) Redevelopment properties will enter the same store pool after five full quarters of operations post redevelopment completion.
(9) Transitioned properties will enter the same store pool after five full quarters of operations with the new operator in place or under the new structure.
(10) Represents properties that are either closed or being closed.
| Supplemental Reporting Measures | | --- || (dollars in thousands at Welltower pro rata ownership) | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same Store NOI Reconciliation | 3Q24 | | 4Q24 | | 1Q25 | | 2Q25 | | 3Q25 | | Y/o/Y | | | Seniors Housing Operating | | | | | | | | | | | | | | NOI | $ | 389,582 | $ | 441,602 | $ | 490,648 | $ | 543,110 | $ | 579,559 | | | | Non-cash NOI on same store properties | (2,281) | | (2,008) | | (2,573) | | (1,411) | | (1,994) | | | | | NOI attributable to non-same store properties | (36,623) | | (81,971) | | (98,898) | | (128,663) | | (153,386) | | | | | Currency and ownership adjustments(1) | (2,643) | | (1,058) | | 572 | | (4,503) | | (5,568) | | | | | Other normalizing adjustments(2) | 2,165 | | 1,988 | | 46 | | 3,588 | | 2,631 | | | | | SSNOI | 350,200 | | 358,553 | | 389,795 | | 412,121 | | 421,242 | | 20.3 | % | | Seniors Housing Triple-net | | | | | | | | | | | | | | NOI | 110,433 | | 61,289 | | 100,352 | | 99,889 | | 95,018 | | | | | Non-cash NOI on same store properties | (5,494) | | (5,733) | | (5,107) | | (4,893) | | (3,981) | | | | | NOI attributable to non-same store properties | (34,645) | | 15,627 | | (23,739) | | (22,373) | | (17,413) | | | | | Currency and ownership adjustments(1) | 826 | | 1,131 | | 1,549 | | 273 | | (1,203) | | | | | Normalizing adjustments for joint venture recapitalization(3) | (1,343) | | (1,343) | | (1,394) | | (1,394) | | (465) | | | | | Other normalizing adjustments(2) | — | | — | | (31) | | (31) | | (31) | | | | | SSNOI | 69,777 | | 70,971 | | 71,630 | | 71,471 | | 71,925 | | 3.1 | % | | Outpatient Medical | | | | | | | | | | | | | | NOI | 143,955 | | 143,969 | | 147,889 | | 150,521 | | 153,387 | | | | | Non-cash NOI on same store properties | (5,347) | | (2,871) | | (2,790) | | (2,661) | | (2,490) | | | | | NOI attributable to non-same store properties | (112,521) | | (115,195) | | (118,435) | | (121,157) | | (123,808) | | | | | Currency and ownership adjustments(1) | (89) | | — | | — | | — | | — | | | | | Other normalizing adjustments(2) | 21 | | — | | (23) | | (41) | | (17) | | | | | SSNOI | 26,019 | | 25,903 | | 26,641 | | 26,662 | | 27,072 | | 4.0 | % | | Long-Term/Post-Acute Care | | | | | | | | | | | | | | NOI | 101,999 | | 118,429 | | 142,143 | | 161,523 | | 180,846 | | | | | Non-cash NOI on same store properties | (14,705) | | (14,650) | | (15,338) | | (15,782) | | (15,505) | | | | | NOI attributable to non-same store properties | (10,054) | | (23,725) | | (44,614) | | (63,576) | | (82,315) | | | | | Currency and ownership adjustments(1) | 3,283 | | 748 | | 7 | | (52) | | (60) | | | | | Other normalizing adjustments(2) | 895 | | 970 | | 970 | | 970 | | 647 | | | | | SSNOI | 81,418 | | 81,772 | | 83,168 | | 83,083 | | 83,613 | | 2.7 | % | | Corporate | | | | | | | | | | | | | | NOI | 111,704 | | 92,071 | | 93,697 | | 91,028 | | 116,891 | | | | | NOI attributable to non-same store properties | (111,704) | | (92,071) | | (93,697) | | (91,028) | | (116,891) | | | | | SSNOI | — | | — | | — | | — | | — | | | | | Total | | | | | | | | | | | | | | NOI | 857,673 | | 857,360 | | 974,729 | | 1,046,071 | | 1,125,701 | | | | | Non-cash NOI on same store properties | (27,827) | | (25,262) | | (25,808) | | (24,747) | | (23,970) | | | | | NOI attributable to non-same store properties | (305,547) | | (297,335) | | (379,383) | | (426,797) | | (493,813) | | | | | Currency and ownership adjustments(1) | 1,377 | | 821 | | 2,128 | | (4,282) | | (6,831) | | | | | Normalizing adjustments, net | 1,738 | | 1,615 | | (432) | | 3,092 | | 2,765 | | | | | SSNOI | $ | 527,414 | $ | 537,199 | $ | 571,234 | $ | 593,337 | $ | 603,852 | 14.5 | % |
Notes:
(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.43 and to translate UK properties at a GBP/USD rate of 1.23.
(2) Represents aggregate normalizing adjustments which are individually less than 0.50% of SSNOI growth per property type.
(3) Represents normalizing adjustment related to a joint venture recapitalization associated with one Seniors Housing Triple-net lease.
| Supplemental Reporting Measures | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except RevPOR, SS RevPOR and SSNOI/unit) | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| SHO RevPOR Reconciliation | United States | United Kingdom | Canada | Total | |||||||||||||||
| Consolidated SHO revenues | $ | 1,507,666 | $ | 388,623 | $ | 173,826 | $ | 2,070,115 | |||||||||||
| Unconsolidated SHO revenues attributable to Welltower(1) | 51,976 | 6,090 | 2,369 | 60,435 | |||||||||||||||
| SHO revenues attributable to noncontrolling interests(2) | (18,389) | — | (2,471) | (20,860) | |||||||||||||||
| Pro rata SHO revenues(3) | 1,541,253 | 394,713 | 173,724 | 2,109,690 | |||||||||||||||
| Non-cash and non-RevPOR revenues | (3,397) | (611) | (491) | (4,499) | |||||||||||||||
| Revenues attributable to non in-place properties | (6,446) | (147,179) | — | (153,625) | |||||||||||||||
| SHO local revenues | 1,531,409 | 246,923 | 173,233 | 1,951,565 | |||||||||||||||
| Average occupied units/month | 86,062 | 7,896 | 19,494 | 113,452 | |||||||||||||||
| RevPOR/month in USD | $ | 5,883 | $ | 10,339 | $ | 2,938 | $ | 5,687 | |||||||||||
| RevPOR/month in local currency(4) | £ | 8,406 | $ | 4,197 | |||||||||||||||
| Reconciliations of SHO SS RevPOR Growth, SSNOI Growth and SSNOI/Unit | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| United Kingdom | Canada | Total | |||||||||||||||||
| 3Q25 | 3Q24 | 3Q25 | 3Q24 | 3Q25 | 3Q24 | 3Q25 | |||||||||||||
| SHO SS RevPOR Growth | |||||||||||||||||||
| Consolidated SHO revenues | 1,256,831 | $ | 1,507,666 | $ | 125,954 | $ | 388,623 | $ | 131,237 | $ | 173,826 | $ | 1,514,022 | $ | 2,070,115 | ||||
| Unconsolidated SHO revenues attributable to WELL(1) | 51,976 | 3,862 | 6,090 | 27,976 | 2,369 | 64,491 | 60,435 | ||||||||||||
| SHO revenues attributable to noncontrolling interests(2) | (18,389) | — | — | (2,353) | (2,471) | (21,556) | (20,860) | ||||||||||||
| SHO pro rata revenues(3) | 1,541,253 | 129,816 | 394,713 | 156,860 | 173,724 | 1,556,957 | 2,109,690 | ||||||||||||
| Non-cash and non-RevPOR revenues on same store properties | (2,623) | (303) | — | (254) | (222) | (3,754) | (2,845) | ||||||||||||
| Revenues attributable to non-same store properties | (396,418) | (73) | (246,142) | (30,177) | (37,282) | (260,664) | (679,842) | ||||||||||||
| Currency and ownership adjustments(4) | — | (6,999) | (13,070) | (5,569) | (4,925) | (9,417) | (17,995) | ||||||||||||
| SHO SS RevPOR revenues(5) | 1,039,821 | $ | 1,142,212 | $ | 122,441 | $ | 135,501 | $ | 120,860 | $ | 131,295 | $ | 1,283,122 | $ | 1,409,008 | ||||
| Avg. occupied units/month(6) | 58,445 | 4,147 | 4,428 | 14,332 | 14,984 | 74,313 | 77,857 | ||||||||||||
| SHO SS RevPOR(7) | 6,157 | $ | 6,461 | $ | 9,762 | $ | 10,117 | $ | 2,788 | $ | 2,897 | $ | 5,709 | $ | 5,983 | ||||
| SS RevPOR YOY growth | 4.9 | % | 3.6 | % | 3.9 | % | 4.8 | % | |||||||||||
| SHO SSNOI Growth | |||||||||||||||||||
| Consolidated SHO NOI | 300,729 | $ | 417,973 | $ | 32,878 | $ | 86,736 | $ | 44,528 | $ | 66,191 | $ | 378,135 | $ | 570,900 | ||||
| Unconsolidated SHO NOI attributable to WELL(1) | 18,887 | 688 | 1,345 | 10,970 | 1,321 | 22,706 | 21,553 | ||||||||||||
| SHO NOI attributable to noncontrolling interests(2) | (11,661) | — | — | (1,139) | (1,233) | (11,259) | (12,894) | ||||||||||||
| SHO pro rata NOI(3) | 425,199 | 33,566 | 88,081 | 54,359 | 66,279 | 389,582 | 579,559 | ||||||||||||
| Non-cash NOI on same store properties | (1,994) | — | — | — | — | (2,281) | (1,994) | ||||||||||||
| NOI attributable to non-same store properties | (93,190) | 52 | (46,152) | (9,505) | (14,044) | (36,623) | (153,386) | ||||||||||||
| Currency and ownership adjustments(4) | — | (1,822) | (3,689) | (1,956) | (1,879) | (2,643) | (5,568) | ||||||||||||
| Other normalizing adjustments(8) | 2,590 | — | — | 88 | 41 | 2,165 | 2,631 | ||||||||||||
| SHO pro rata SSNOI(5) | 275,418 | $ | 332,605 | $ | 31,796 | $ | 38,240 | $ | 42,986 | $ | 50,397 | $ | 350,200 | $ | 421,242 | ||||
| SHO SSNOI growth | 20.8 | % | 20.3 | % | 17.2 | % | 20.3 | % | |||||||||||
| SHO SSNOI/Unit | |||||||||||||||||||
| Trailing four quarters' SSNOI(5) | $ | 1,256,543 | $ | 138,702 | $ | 186,466 | $ | 1,581,711 | |||||||||||
| Average units in service(9) | 66,088 | 5,114 | 16,347 | 87,549 | |||||||||||||||
| SSNOI/unit in | $ | 19,013 | $ | 27,122 | $ | 11,407 | $ | 18,067 | |||||||||||
| SSNOI/unit in local currency(4) | £ | 22,050 | $ | 16,296 |
All values are in US Dollars.
Notes:
(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner.
(3) Represents SHO revenues/NOI at Welltower pro rata ownership. See page 12 for more information.
(4) Includes where appropriate adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.43 and to translate UK properties at a GBP/USD rate of 1.23.
(5) Represents SS SHO RevPOR revenues/SSNOI at Welltower pro rata ownership. See page 19 for more information.
(6) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis.
(7) Represents pro rata SS average revenues generated per occupied room per month.
(8) Represents aggregate normalizing adjustments which are individually less than .50% of SS RevPOR revenues/NOI growth.
(9) Represents average units in service for SS properties related solely to referenced country on a pro rata basis.
| Forward-Looking Statement and Risk Factors |
|---|
Forward-Looking Statements and Risk Factors
This document contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "pro forma," "estimate" or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower's actual results to differ materially from Welltower's expectations discussed in the forward-looking statements. 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 the economy; 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; Welltower's 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 Welltower's properties; Welltower's ability to re-lease space at similar rates as vacancies occur; Welltower's 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 Welltower's properties; changes in rules or practices governing Welltower's financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower's approach to artificial intelligence; Welltower's ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower's reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
Additional Information
The information in this supplemental information package should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release dated October 27, 2025 and other information filed with, or furnished to, the SEC. The Supplemental Reporting Measures and reconciliations of Non-GAAP measures are an integral part of the information presented herein.
You can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.welltower.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC's website at http://www.sec.gov. We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading "Investors." Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on or connected to our website is not, and shall not be deemed to be, a part of, or incorporated into this supplemental information package.
About Welltower
Welltower Inc. (NYSE: WELL), an S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. Our portfolio of 2,000+ seniors and wellness housing communities are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. We believe our real estate portfolio is unmatched, located in highly attractive micromarkets with stunning built environments. Yet, we are an unusual real estate organization as we view ourselves as an operating company in a real estate wrapper, driven by highly-aligned partnerships and an unconventional culture. Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business System - our end-to-end operating platform - we aspire to deliver long-term compounding of per share growth for our existing investors, our North Star. More information is available at www.welltower.com.
Document
Welltower Announces $23 Billion of Transactions and Intensified Focus on Seniors Housing to Amplify Long-Term Growth Profile
•Closed or under contract to close $14 billion of pro rata gross investments as of October 27, 2025, spanning over 700 high-quality seniors housing communities and encompassing over 46,000 units across the UK, US, and Canada
•Announced acquisition activity fueling growth of Welltower’s pure-play rental housing platform focused on the rapidly expanding seniors population
•Investment activity expected to be fully funded through cash on hand and $9 billion of incremental asset sales, loan payoffs, and other capital recycling activity
•Through an enhanced focus and increased seniors housing concentration, Welltower expects to extend the duration of its cash flow growth and increase its terminal growth rate
TOLEDO, Ohio, October 27, 2025 /PRNewswire/ -- Welltower Inc. (NYSE: WELL) ("Welltower" or the "Company") today announced a series of transactions totaling $23 billion, through which the Company will amplify its focus on rental housing for the rapidly expanding seniors population. Driving the transaction activity are $14 billion of acquisitions, primarily comprised of high-quality seniors housing communities in the US and UK. The acquisitions are expected to be fully funded through proceeds received from $9 billion of assets sales and loan repayments, as well as cash on hand. Despite the near-term impact of dispositions, loan repayments and the acquisition of newly developed or lease-up seniors housing communities, the announced transactions are projected to be accretive to the Company’s normalized funds from operations (FFO) per share in 2026, with significant embedded future earnings growth potential anticipated in subsequent years.
Following the completion of these transactions, the Company’s percentage of in-place net operating income (NOI) derived from the seniors housing business is expected to increase to the mid-80%-range as it enters the next era of its journey: Welltower 3.01. This phase involves an “all-in” commitment by the Company to drive operational and technological transformation across its seniors housing portfolio in coordination with the Company’s deeply aligned operating partners to meaningfully improve the experience of residents and their families, as well as that of site-level employees.
“Today’s announcements mark a watershed moment in Welltower’s history as we continue to evolve: intensifying the Company’s focus on seniors housing and accelerating the operational and technological modernization of the business through the Welltower Business System,” said Shankh Mitra, Welltower’s CEO. He continued, “All capital allocation decisions made at Welltower are viewed through an opportunity cost prism: evaluating the value forgone by pursuing a specific course of action while also forcing us to consider all implications of those decisions, well into the future. We believe that re-doubling our efforts in the seniors housing business represents the surest and fastest path to achieving our mission of elevating both the resident and site-level employee experience, while also enhancing our opportunity to deliver long-term compounding of per share growth for our existing investors.”
Going All-In Through Intensified Focus
The largest component of the incremental seniors housing transactions is the acquisition of a real estate portfolio of Barchester-operated communities in the UK for £5.2 billion. As part of the transaction, Welltower has formed an exclusive long-term partnership with Barchester, which is considered to be among the best performing operators in the UK. Additionally, with the current management team remaining in place, we believe Barchester is well-positioned to continue providing the highest quality care to aging seniors.
The portfolio is comprised of 111 communities managed by Barchester via an aligned RIDEA contract, 152 triple-net leased communities, and 21 ongoing developments, which will also be managed in a RIDEA structure following development conversion. We believe each component of the transaction, including the RIDEA and triple-net portfolios, has significant long-term growth potential that is expected to accrue to Welltower shareholders. The operating portfolio, comprised of both stabilized and lease up properties, is positioned for significant future growth with current blended portfolio occupancy in the high 70%’s. Moreover, the triple-net lease is structured with 3.5% annual escalators and a coverage-based rent reset every five years at Welltower’s election. Overall, the acquisition is underwritten to achieve an unlevered IRR in the low-double-digit range.
“Through our strategic partnership with Welltower and their significant and ongoing investment into their operating platform, we expect to continue to meaningfully enhance the lives of thousands of older adults by delivering not only exceptional care but also fostering environments rich in social and cognitive engagement. By prioritizing safety, connection, and activity, we’re supporting better long-term health outcomes and consistently high resident satisfaction - hallmarks of a superior living experience,” said Dr. Pete Calveley, Barchester’s CEO. “This partnership underscores our unwavering commitment to elevating the quality of care for aging seniors.”
Additionally, Welltower purchased 100% of the HC-One-operated portfolio for £1.2 billion. Welltower funded a portion of the purchase price through the repayment of a £660 million loan it originated at the height of the COVID-19 pandemic and Brexit uncertainties, significantly increasing the investment’s duration through ownership of the underlying communities.
Mr. Mitra said, “The HC-One loan was originally structured with embedded warrants and an equity stake and was intentionally designed to provide Welltower with both downside protection and meaningful upside participation. These structural features enabled us to play a lead role in the borrower's recapitalization process, ultimately transforming a finite-maturity loan into a long-term ownership position aligned with Welltower’s growth strategy. The result is an enhanced cash flow profile characterized by both duration and embedded growth - consistent with our strategy of leveraging creative capital deployment to create long-term per share value for existing owners.”
“We are excited to expand our presence in the UK and continue to partner with the highest quality operators as evidenced by the Care Quality Commission in the UK (CQC) having rated 86% of our communities as good or outstanding, well above the national average of 72%, with none of our properties having been rated as inadequate,” Mr. Mitra added.
The substantial UK investments were aided by working closely with the Office for Investment:
"I was delighted to welcome Welltower at the recent Regional Investment Summit in Birmingham. This significant investment into the care sector, will create new capacity - and new jobs - the vast majority of which will be outside of London. High quality care for our aging population is one of the most important challenges the government faces. I'm glad to see a long-term and highly respected investor like Welltower continuing to bring their expertise, commitment and technology to the UK,” commented Lord Stockwood, UK Minister for Investment.
Additionally, Welltower is under contract or has closed an additional $4 billion of seniors housing acquisitions spanning nearly 40 transactions across over 150 communities and over 12,000 units. This encompasses trophy senior housing communities along the East Coast, including those within Boston and Westchester County, NY. These acquisitions complete the Company’s New England portfolio repositioning that started with the pre-COVID disposition of $1.75 billion of seniors housing communities. The Company’s presence in New England has been meticulously rebuilt, leveraging Welltower’s industry-leading Data Science platform to target several other acquisitions in premier micromarket locations and the development of exceptionally high quality and ultraluxury communities, including the Newbury of Brookline.
Beyond the realization of value from Welltower’s participating senior credit note to HC-One, additional loan repayments, and cash on hand, Welltower expects to fund the remaining acquisition consideration through the sale of outpatient medical assets. Welltower has entered into a definitive agreement to divest an 18 million square foot outpatient medical (OM) portfolio in a transaction valued at approximately $7.2 billion. Additionally, the Company will exit the OM property management business through the transition of operational responsibilities to Remedy Medical Properties. The portfolio, with current occupancy of 94%, is expected to be sold in multiple tranches through mid-2026 with the sale of the first tranche completed in October 2025 with a gross sale price of $2 billion.
Net aggregate proceeds to Welltower are anticipated to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a preferred equity position and a profits interest in the disposition portfolio. This structure allows Welltower to maintain upside participation in the long-term performance of the portfolio while unlocking substantial near-term capital for redeployment into higher-growth seniors housing opportunities. Following this transaction, Welltower’s retained portion of the OM portfolio will almost entirely consist of long-term triple-net leases without a property management component.
Mr. Mitra concluded, “Through our amplified focus on seniors housing, and an ever-expanding and deepening of our moat, the Welltower Business System, we believe we have successfully laid the foundation for substantial shareholder value creation and long-term compounding of per-share earnings and cash flow growth for our existing owners, our North Star.”
1Estimated seniors housing exposure incorporates transactions closed or under contract to close as of October 27, 2025, as well as SHO incremental in-place NOI detailed on Welltower’s “Path to Recovery” slide on page 27 of the October 27, 2025 Business Update. See “Supplemental Financial Measures” at the end of the October 27, 2025 Business Update for definitions and reconciliations of non-GAAP financial measures
About Welltower
Welltower Inc. (NYSE: WELL), an S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom, and Canada. Our portfolio of 2,000+ seniors and wellness housing communities are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. We believe our real estate portfolio is unmatched, located in highly attractive micromarkets with stunning built environments. Yet, we are an unusual real estate organization as we view ourselves as an operating company in a real estate wrapper, driven by highly-aligned partnerships and an unconventional culture. Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business System - our end-to-end operating platform - we aspire to deliver long-term compounding of per share growth for our existing investors, our North Star.
Forward-Looking Statements
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as "will", "expect" or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. These statements include, among others, management’s expectations regarding the favorable impact of the acquisitions closed and additional acquisition pipeline, including expected impact on the Company’s future cash flow growth, earnings and long-term growth; expected future IPNOI exposure from the seniors housing business; the Company’s management’s plans for funding the acquisitions; and the Company’s plans to exit the OM property management business. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower's actual results to differ materially from Welltower's expectations discussed in the forward-looking statements. 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 the economy; 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; Welltower's 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 Welltower's properties; Welltower's ability to re-lease space at similar rates as vacancies occur; Welltower's 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 Welltower's properties; changes in rules or practices governing Welltower's financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower's approach to artificial intelligence; Welltower's ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower's reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.