Welltower Inc. (WELL)

Business

From the FY2025 Annual Report on Form 10-K, accession 0000766704-26-000010, with portfolio-mix and ownership figures updated from the Form 10-Q for the quarter ended June 30, 2026, accession 0000766704-26-000030.

Welltower is a real estate investment trust that owns rental housing for aging seniors in the United States, the United Kingdom and Canada. Its portfolio of more than 2,500 seniors and wellness housing communities sits, in the company's own framing, "at the intersection of housing and hospitality," and the overwhelming majority of its revenue is resident fees rather than rent: for the year ended December 31, 2025, resident fees and services were 78% of total revenues and rental income 18%. For the six months ended June 30, 2026 that mix had shifted further, to 84% resident fees and 13% rent. Welltower is a member of the S&P 500 and is structured as an umbrella partnership REIT ("UPREIT"): substantially all of the business is conducted through Welltower OP LLC, which Welltower Inc. controlled with an approximate 98.378% ownership interest at December 31, 2025 (98.135% at June 30, 2026). All debt, credit facilities, senior notes and secured debt, is incurred by Welltower OP or its subsidiaries, and Welltower Inc. guarantees all existing and future senior unsecured notes. The company had 712 employees at December 31, 2025 (642 in the U.S., 49 in the U.K., 21 in Canada); the tens of thousands of people who staff the communities work for operating partners, not Welltower.

Three reportable segments.

• Seniors Housing Operating (SHO), wellness housing, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and U.K. care homes with or without nursing. These are RIDEA-structure properties where Welltower takes the operating economics and a partner manages the community under an incentive-based management contract. This is the engine of the company: 78% of total revenues in 2025 (76% in 2024, 72% in 2023), and 66.1% of consolidated NOI in the second quarter of 2026. Welltower had relationships with 62 SHO managers at December 31, 2025; Care UK, Cogir Management Company and Sunrise Senior Living were 14%, 12% and 10% of segment revenues for 2025.
• Triple-net, seniors housing and long-term/post-acute care properties leased to operators under long-term triple-net master leases that push operating costs, utilities, taxes, insurance and maintenance to the tenant. Leases generally run 10 to 20 years with five- to 15-year renewal options and escalating rent structures; approximately 96.9% of triple-net properties were under master leases at December 31, 2025, a bundling feature that prevents a tenant from cherry-picking good properties on renewal or in bankruptcy. The segment was 11% of total revenues in 2025 and 31.0% of consolidated NOI in the second quarter of 2026. Integra Healthcare Properties accounted for roughly 16% of Triple-net segment revenues and 2% of total revenues in 2025.
• Outpatient Medical, mostly triple-net leased buildings let to investment-grade health systems; approximately 91% of the portfolio was health-system affiliated at December 31, 2025, with a weighted average remaining lease term of eight years. This segment is being wound down: it fell from 14% of 2025 NOI to 2.9% of consolidated NOI in the second quarter of 2026 following a $7.2 billion portfolio sale.

How capital is deployed. Welltower grows through acquisitions, development and joint ventures, and states its objective as long-term compounding of per-share earnings growth rather than absolute scale. It targets affluent micro-markets, partners with operators it judges able to perform across cycles, and seeks a basis that provides a margin of safety. Beyond owned real estate it holds construction investments ($738,859,000 outstanding at December 31, 2025, with a further ~$493,027,000 committed to complete consolidated projects), loans (net $2,082,265,000 at an interest yield of roughly 8.9% per annum), investments in unconsolidated entities ($1,809,590,000, with interests generally ranging from 8% to 95%, including a private funds management business), and in-substance real estate loans on 22 properties carried at $897,724,000.

Data Science and the Welltower Business System. Welltower describes itself as running two proprietary platforms: a data science platform used for supply/demand analysis, location analytics, predictive modeling and underwriting, into which it is integrating AI (including internal generative-AI chatbots built on proprietary information); and the Welltower Business System, an end-to-end operating platform that standardizes processes, shares services and centralizes repeatable activities across its seniors housing partner network, with adoption tracked through standardized KPIs.

Financing policy. Short-term needs are met on the unsecured revolving credit facility or the commercial paper program, then termed out with senior unsecured notes or common stock. Welltower also assumes existing mortgage debt where favorable and may secure financing on unleveraged properties.

Regulation. Seniors housing in the U.S. is largely private-pay and state-regulated (licensure and, in some states, certificate-of-need); long-term/post-acute care depends heavily on Medicare and Medicaid and is subject to prospective payment systems, the SNF Value-Based Purchasing Program, fraud-and-abuse statutes (Anti-Kickback, Stark, False Claims Act) and HIPAA. The One Big Beautiful Bill Act (Public Law No. 119-21, 2025) is expected to shrink the Medicaid-eligible population and reduce Medicaid spending. In December 2025, HHS and CMS announced repeal of the 2024 minimum nurse staffing Final Rule for long-term care facilities. U.K. care homes are regulated by the Care Quality Commission and equivalent bodies, with many residents placed and funded by Local Authorities; Canadian senior living is regulated province by province. Because certain arrangements are RIDEA-structured, healthcare fraud, abuse and data privacy laws can apply to Welltower directly rather than only to its operators.

Risk factors

From the FY2025 Form 10-K, accession 0000766704-26-000010.

Operating risk sits with third parties. Welltower's operators, managers and tenants control day-to-day operations, including clinical decision-making. Welltower is exposed to occupancy swings, reimbursement and private-pay rates, labor cost and availability, liability insurance cost, property taxes and resident litigation without the ability to run the business. Under RIDEA structures Welltower is the owner and TRS tenant and therefore bears the property's operational and legal liabilities, including, where a taxable REIT subsidiary holds a healthcare license, exposure to license suspension, exclusion from government programs and civil monetary penalties.

Operator and tenant credit. Operator revenues turn on occupancy, private-pay rates and government reimbursement; expenses on labor, supplies, food, utilities, taxes, insurance and rent. The OBBBA contains a provision that, beginning in 2028, requires state Medicaid programs to cut reimbursement rates by 10 percentage points each year until they reach 100% or 110% of Medicare rates. Labor shortages and wage mandates (the company cites California SB-525, effective June 2024) have raised operator costs. If a tenant cannot pay, Welltower falls back on collateral and may have to impair the asset or sell at a loss, magnified where many properties sit under one master lease. Operator, tenant, borrower or manager bankruptcy can limit or delay collection, and a rejected lease caps Welltower's claim.

Acquisition and integration risk at scale. Welltower flags that the largest component of the transactions it announced in 2025 was a U.K. seniors housing real estate portfolio acquired for £5.2 billion, and that new markets bring unfamiliar economies, regulation and permitting regimes, risks exacerbated by the volume and complexity of its transaction activity. Acquired properties may carry unknown liabilities (environmental clean-up, tenant claims, indemnification obligations) with limited recourse to sellers. Competition from other well-capitalized buyers can bid prices up.

Divestiture risk. The company notes that during 2025 it entered a definitive agreement to sell an outpatient medical portfolio for approximately $7.2 billion, and that divestitures can stall on consents, separation of operations and management distraction, or may not complete on anticipated terms or timing at all.

Joint ventures and management agreements. Partner insolvency, refusal to fund, divergent goals, buy-sell and forced-sale triggers, and shared decision-making all constrain control, and even where Welltower holds a controlling interest, major decisions can require partner approval. Terminating a management agreement does not guarantee a capable replacement manager, and transitions typically require regulatory and lienholder approval.

Public health, weather and climate. A severe cold and flu season, epidemic or other public health crisis can cut occupancy and raise operator costs. A significant number of properties sit in regions exposed to hurricanes, wildfires, earthquakes, tornadoes, floods and freeze events; intensifying disasters have reduced insurer capacity, raising premiums and deductibles or removing coverage, and responding may require capital spending with no matching revenue.

International exposure. U.K. and Canadian operations represent approximately 20.0% and 6.8% of total Welltower revenues respectively. That brings currency translation risk (and REIT gross-income-test complications from currency gains), repatriation friction, divergent legal and data-privacy regimes, and U.K.-specific macroeconomic uncertainty.

Reimbursement, licensure and litigation. Changes to Medicare, Medicaid or government funding, including any prolonged federal or state shutdown delaying payments, flow through to obligors' ability to pay. The OBBBA is projected to cut federal healthcare spending by approximately $1 trillion. Utilization review by payors continues to pressure inpatient volumes and lengths of stay at hospitals and post-acute facilities. Licensure, certification and CON failures can shut a facility. Class-action litigation over wage-and-hour claims, fair housing, staffing and care has increased in recent years.

Development and construction. Material shortages, labor availability, price volatility, tariffs on imported construction materials, permitting delays, cost overruns, contractor failure and delayed Medicare/Medicaid certification of new facilities can all impair returns; projects may be abandoned outright.

Technology, data and AI. Welltower identifies cybersecurity incidents (including AI-assisted attacks and third-party compromise) as a material risk to its business, reputation and legal exposure, notes that its cybersecurity insurance may not cover all losses, and states it was not aware of any cybersecurity incident that materially affected it in the prior fiscal year. Evolving privacy regimes (California CCPA, HIPAA, U.K. and E.U. GDPR, state consumer-health-data laws) raise compliance cost and cross-border data-transfer friction. Its own adoption of AI carries the risk that tools produce inaccurate results, that vendors fall short of evolving standards, or that new regulation restricts use.

Other business risks. Ground leases can be lost on breach or termination and restrict use, sale and leasing. Bank failures could cut off deposits, borrowing capacity or tenant letters of credit. Sustainability ratings, targets and divergent (including "anti-ESG") legislation create reputational and compliance exposure. Negative publicity about the healthcare industry can spill onto Welltower. Loss of key personnel would hurt both Welltower and its operators. Welltower Inc. itself is a holding company with no direct operations, dependent on distributions from Welltower OP, and stockholder claims are structurally subordinated to the liabilities of Welltower OP and its subsidiaries.

Capital structure. Incurring or assuming more debt could force more cash to debt service, increase vulnerability to downturns, limit additional financing and pressure credit ratings. Distributions are discretionary and could fall if cash available for distribution declines. Debt covenants require financial ratios and minimum net worth and limit indebtedness, liens, investments and acquisitions; breach can cross-default other instruments. Access to capital depends on rates, market perception, the share price and the willingness of revolver banks to fund. Ratings downgrades would raise the cost and reduce the availability of capital. Elevated or rising interest rates raise borrowing costs, can make property markets less liquid, and may push investors to demand a higher dividend yield; hedging may fail, and hedging income is itself limited by REIT tax rules.

REIT status. Failure to qualify as a REIT would cost the distribution deduction, trigger corporate rates and increased state and local tax, and bar re-election for four taxable years. Welltower OP must remain a partnership for tax purposes; subsidiary REITs must each independently satisfy every REIT test. Net income from "prohibited transactions" is taxed at 100%. The 90% distribution requirement can force borrowing or equity issuance at unfavorable moments. No more than 25% of gross asset value (20% for taxable years beginning before January 1, 2026) may sit in taxable REIT subsidiaries, and TRS leases of qualified healthcare properties require an eligible independent contractor manager. IRS re-characterization of a sale-leaseback as other than a "true lease" would cost depreciation deductions and could jeopardize REIT status. Tax law changes in the U.S. or abroad could alter the treatment of REITs; and under proposed IRS regulations the 15% Corporate Alternative Minimum Tax created by the Inflation Reduction Act of 2022 may apply to Welltower's TRSs, with the TRSs generally including all of Welltower's adjusted financial statement income when testing the $1 billion threshold.

Management's discussion, fiscal year 2025

From the FY2025 Form 10-K, accession 0000766704-26-000010.

Headline results. Total revenues were $10,838,034 thousand in 2025 against $7,991,118 thousand in 2024. Net income was $961,837 thousand (2024: $972,857 thousand) and net income attributable to common stockholders $936,845 thousand, or $1.39 per diluted share (2024: $951,680 thousand, $1.57). Consolidated NOI rose 38% to $4,349,953 thousand, and Adjusted EBITDA rose 32% to $4,169,347 thousand, but FFO attributable to common stockholders fell 22% to $1,817,952 thousand, or $2.68 per diluted share from $3.82.

Why FFO fell while NOI surged. General and administrative expenses were $1,748,435 thousand in 2025 against $235,491 thousand in 2024, 16.13% of consolidated revenues versus 2.95%. In the three months ended December 31, 2025 Welltower recognized $1,408,672 thousand of stock compensation expense on a new "Ten Year Executive Continuity and Alignment Program" granting awards to named executive officers and other key employees. That single non-cash charge, which does not add back in FFO, accounts for the divergence between a portfolio that grew materially and a per-share FFO number that went backwards, and because Welltower's own normalized FFO measure treats that expense as a normalizing item and excludes it, normalized FFO attributable to common stockholders for 2025 instead rose, to $5.29 per diluted share from $4.32, up 22.5%, as reported in the fourth-quarter 2025 results announcement under Form 8-K, accession 0000766704-26-000005.

Segment drivers. Seniors Housing Operating revenues rose 41% to $8,489,095 thousand and segment NOI 51% to $2,289,475 thousand, driven by the October 2025 Barchester and HC-One acquisitions, the October 2024 Care UK acquisition, construction conversions outpacing dispositions, conversions of Triple-net properties into RIDEA structures during 2024, and steadily rising occupancy and rate. Triple-net revenues rose to $1,197,042 thousand from $788,771 thousand on acquisitions; the prior year had absorbed a $139,652 thousand write-off of straight-line rent receivable and lease incentive balances on leases converting to RIDEA. Fifty-nine Triple-net leases took rent increases in 2025 at a weighted average of 3.58%. Outpatient Medical revenues slipped to $781,932 thousand from $802,113 thousand as the disposition programme began. Impairments were $37,757 thousand (ten properties) in SHO, $38,290 thousand (eight) in Triple-net and $45,236 thousand (four) in Outpatient Medical.

The Outpatient Medical exit. On August 14, 2025 Welltower agreed to sell 319 consolidated and unconsolidated outpatient medical properties for approximately $7.2 billion in tranches. By December 31, 2025 it had disposed of 241 of them for gross proceeds of approximately $5,224,900 thousand and a gain of $881,413 thousand. Gains on real estate dispositions and acquisitions of controlling interests totalled $1,449,043 thousand for the year, versus $451,611 thousand in 2024.

Transaction volume. Welltower acquired 949 properties for $19,164,008 thousand at a blended 8.1% capitalization rate in 2025 (SHO 624 properties, $12,618,092 thousand at 6.8%; Triple-net 324, $6,521,788 thousand at 10.4%). It disposed of 337 properties for $6,640,197 thousand of proceeds against $5,099,563 thousand of book value, at a 6.7% blended yield. Construction conversions totalled $1,274,042 thousand, of which $937,300 thousand in SHO at $343,333 per unit.

Capital. Welltower sold 56,120,996 shares under its ATM programs in 2025 for gross proceeds of approximately $8,949,394 thousand, and entered a renewed $7,500,000,000 ATM Program in October 2025. It repaid $1,250,000,000 of 4.0% senior unsecured notes at June 2025 maturity and issued $600,000,000 of 4.5% notes due 2030 and $650,000,000 of 5.125% notes due 2035 in June, following with a fungible $400,000,000 and $600,000,000 of the same series in August. In October 2025 it issued C$2,747,615,000 of Canadian-denominated unsecured term loans (approximately $1,959,967,000 at funding-date rates) maturing October 9, 2026 at adjusted CORRA plus 0.30%. Operating cash flow was $2,881,677 thousand (2024: $2,256,421 thousand); investing used $10,512,749 thousand; financing provided $8,999,760 thousand. Year-end cash and equivalents were $5,033,678 thousand with $175,861 thousand restricted and $5,000,000,000 of revolver capacity available.

Balance sheet posture. Net debt to book capitalization was 25.2% (2024: 26.8%; 2023: 34.3%), net debt to enterprise value 10.0%, and the adjusted fixed charge coverage ratio 5.97x. Welltower was in compliance in all material respects with its debt covenants at December 31, 2025. Market-risk disclosure showed $4,064,010,000 of variable-rate debt after swaps (a 1% rate rise would add $40,640,000 of annual interest), $4,661,360,000 of foreign-currency debt obligations ($1,411,725,000 in sterling, $3,249,635,000 in Canadian dollars) and $18,093,155,000 notional of cross-currency interest rate swaps.

Dividend. The Board declared $0.74 per share for the quarter ended December 31, 2025, paid March 10, 2026, the 219th consecutive quarterly cash dividend.

Current quarter, three and six months ended June 30, 2026

From the Form 10-Q for the quarter ended June 30, 2026, accession 0000766704-26-000030, and the second-quarter 2026 results announced under Form 8-K, accession 0000766704-26-000026.

Results. Total revenues were $3,544,586 thousand for the quarter (up from $2,548,244 thousand) and $6,896,512 thousand for the six months (from $4,971,331 thousand). Net income was $462,975 thousand for the quarter and $1,215,299 thousand for the six months; net income attributable to common stockholders was $445,002 thousand, or $0.61 per diluted share, for the quarter (Q2 2025: $301,888 thousand, $0.45) and $1,173,674 thousand, or $1.63 per diluted share, for the half. FFO was $1,153,653 thousand, or $1.56 per diluted share, up 26% per share year over year; NOI was $1,394,463 thousand, up 35%; EBITDA $1,320,674 thousand, up 40%. In its results announcement Welltower reported normalized FFO of $1.60 per diluted share, up 25.0% on the prior year.

Same-store growth is the story. SSNOI at Welltower's share rose 17% to $805,819 thousand for the quarter, from $690,514 thousand. Welltower reported total portfolio year-over-year same-store NOI growth of 15.5%, led by Seniors Housing Operating SSNOI growth of 20.5%, in the accompanying detail, SHO organic same store revenue grew 9.2%, made up of 330 basis points of average occupancy growth and 5.2% growth in revenue per occupied room. Across the whole Seniors Housing Operating segment, average occupancy reached 87.6% in the second quarter of 2026 against 85.6% a year earlier, a segment-wide measure that includes Welltower's minority share of unconsolidated properties and excludes land parcels and properties under development. Segment SSNOI at Welltower's share: SHO $582,615 thousand, up 21.0% on 980 same-store properties; Triple-net $196,309 thousand, up 7.6% on 499 properties; Outpatient Medical $26,895 thousand, up 1.6% on 89 properties.

Segment mechanics. SHO resident fees and services rose 51% to $2,984,891 thousand and segment NOI 61% to $867,227 thousand on the Amica, Barchester and HC-One acquisitions plus occupancy and rate. Depreciation and amortization in the segment rose 76% to $624,624 thousand, short-lived acquired lease intangibles from those deals amortize over roughly two years, which is why SHO segment net income attributable to common stockholders actually fell 22% to $102,758 thousand even as NOI rose 61%. Triple-net rental income rose 52% to $414,789 thousand on trailing-twelve-month acquisitions and annual escalators (26 leases took increases averaging 4.4% in the half). Outpatient Medical revenue fell 78% to $45,768 thousand as the portfolio sale ran; the Outpatient Medical segment's gain (loss) on real estate dispositions and acquisitions of controlling interests, net, was $528,815 thousand for the half, a net figure spanning every disposal the consolidated segment made, gains and losses together, and the segment no longer carries any secured debt. Non-segment/Corporate interest expense rose 21% to $141,879 thousand on senior unsecured notes; G&A was 1.96% of consolidated revenues for the half, down from 2.57%. The quarter included a $71,304 thousand deferred tax benefit at a Canadian subsidiary from a valuation-allowance release supported by deferred tax liabilities acquired in the period.

Portfolio composition has changed shape fast. Consolidated NOI for the quarter was 66.1% Seniors Housing Operating, 31.0% Triple-net and 2.9% Outpatient Medical across 2,752 properties, against 57%/29%/14% for full-year 2025. By relationship, Barchester is now the largest at 11% of NOI (nil a year earlier), followed by Cogir Senior Living 8%, Care UK 6%, Avir Health Group 6% and Oakmont Management Group 4%. Geographically the United Kingdom is now the single largest exposure at 24% of NOI (13% a year earlier), ahead of Texas 12%, Canada 8%, California 8% and Ohio 7%.

Transactions completed in the half. Welltower acquired 151 properties for $7,150,467 thousand at a 6.0% blended capitalization rate and disposed of 124 properties for $2,353,755 thousand of proceeds against $1,920,483 thousand of book value at a 6.3% blended yield. The Amica Senior Lifestyles transaction closed April 1, 2026: a Canadian portfolio of 34 seniors housing communities plus interests in four unconsolidated properties for a total purchase price of $2,951,181 thousand, funded with cash on hand, the assumption of $408,623 thousand of secured debt and $27,589 thousand of exchangeable partnership units; Welltower described the same transaction on a pro rata basis as 38 communities for C$4.1 billion including C$617 million of assumed secured debt at an average 3.6% rate. In May 2026 it acquired 41 skilled nursing facilities for $935,007 thousand cash, leased to Avir Health Group under long-term triple-net leases. On the $7.2 billion Outpatient Medical agreement specifically, the 70 properties sold under it during the half produced an aggregate gain on real estate dispositions of $534,328 thousand; 311 of the 319 properties had been disposed of through June 30, 2026, with eight remaining expected to close before the end of 2026. Barchester and HC-One, both acquired in the fourth quarter of 2025, contributed $485,894 thousand and $592,371 thousand of revenue respectively in the half; purchase accounting for both remains provisional within the one-year measurement period.

Balance sheet and liquidity. Total assets were $69,875,180 thousand at June 30, 2026 against $55,833,495 thousand a year earlier; total equity $47,439,034 thousand. Senior unsecured notes stood at $14,295,101 thousand and secured debt at $3,431,152 thousand, with nothing drawn on the credit facility or commercial paper. Cash was $1,965,164 thousand plus $132,000 thousand restricted, with $6,250,000,000 available under the revolver; Welltower reported net debt to Adjusted EBITDA of 2.99x, net debt to consolidated enterprise value of 8.9% (from 10.1% a year earlier) and approximately $9.5 billion of available liquidity. Operating cash flow for the half was $1,673,639 thousand, up 22%; investing used $6,073,018 thousand; financing provided $1,334,876 thousand. Welltower sold 21,571,496 shares under the ATM Program in the half for gross proceeds of approximately $4,481,254 thousand, leaving $867,999 thousand of capacity as of July 24, 2026. In March 2026 it amended its $6,250,000,000 senior unsecured revolver, extending maturities, improving pricing by 15 basis points and lifting total available credit facilities to $7,500,000,000, repaid a $1,000,000,000 USD term loan and a C$250,000,000 term loan with cash, and increased the commercial paper program to $3,000,000,000. It repaid $700,000,000 of 4.25% senior unsecured notes at April 2026 maturity, and in June extended the C$2,747,615,000 unsecured term loans to April 9, 2027 at a 5-basis-point lower margin. Holders exchanged $192,000,000 principal of the 2028 exchangeable notes during the half. Welltower was in compliance in all material respects with its debt covenants at June 30, 2026.

Held for sale and development. At June 30, 2026, 22 SHO, two Triple-net and seven Outpatient Medical properties with an aggregate real estate balance of $374,477 thousand were held for sale, with expected gross proceeds of approximately $527,365 thousand. Fifty SHO construction projects were in process with a $798,771 thousand construction-in-progress balance; $257,446 thousand of development was placed into service during the half at $450,080 per unit.

2026 outlook, as revised on July 27, 2026. Welltower cut its guidance for net income attributable to common stockholders to a range of $3.11 to $3.19 per diluted share from $3.24 to $3.38, while raising full-year normalized FFO guidance to $6.36 to $6.44 per diluted share from $6.21 to $6.35. Assumptions include average blended SSNOI growth of 13.75% to 16.00%, Seniors Housing Operating approximately 18.5% to 21.5%, Seniors Housing Triple-net 3.5% to 4.5%, Outpatient Medical 2.0% to 3.0% and long-term/post-acute care 2.0% to 3.0%, general and administrative expenses of approximately $265 million to $270 million with stock-based compensation of approximately $60 million, and pro rata disposition proceeds of $1.1 billion at a 6.8% blended yield over the next twelve months. The guidance includes only acquisitions announced or closed to date and no unannounced capital activity.

Subsequent events

Events after June 30, 2026, drawn from the Form 10-Q for the quarter ended June 30, 2026 (accession 0000766704-26-000030), the second-quarter 2026 results announcement (Form 8-K, accession 0000766704-26-000026), the Canadian note issuance (Form 8-K, accession 0001193125-26-302020) and the equity distribution agreement (Form 8-K, accession 0001628280-26-050186).

• July 2, 2026, development acquisition closed. Welltower closed on the acquisition of four properties and an interest in one unconsolidated property, all currently under development, for a purchase price of C$614 million. Describing the same transaction on a pro rata basis, the company reported five properties under development for a pro rata purchase price of C$647 million, expected to be completed by the end of 2027. These properties are part of the same Amica Senior Lifestyles transaction as the portfolio that closed on April 1, 2026, and the quarterly report discloses the closing under that acquisition.

• July 2026, more than $5 billion of further seniors housing acquisitions. Welltower announced that it has closed, or expects to close, more than $5 billion of seniors housing acquisitions in the second half of 2026; expected acquisitions not yet closed remain subject to customary closing conditions and regulatory approvals. In its results announcement it framed the same pipeline as $15.5 billion of pro rata gross investments closed or under contract year-to-date, of which $9.4 billion was completed in the six months ended June 30, 2026 and $6.1 billion was closed or under contract to close after quarter end, excluding development funding. Individual targets and prices for the not-yet-closed portion were not disclosed.

• July 13, 2026, C$1.15 billion of senior unsecured notes issued. Welltower OP LLC issued C$750,000,000 of 3.850% notes due August 15, 2031 and C$400,000,000 of 4.150% notes due August 15, 2033, a weighted average coupon of 3.95%, fully and unconditionally guaranteed by Welltower Inc. on a senior unsecured basis. Interest is payable semiannually on February 15 and August 15, commencing February 15, 2027. The notes were sold under an underwriting agreement dated July 6, 2026 with RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. as representatives of the underwriters, and issued under Supplemental Indenture No. 25 to the March 15, 2010 indenture. Welltower intends to use the net proceeds for general corporate purposes, including repayment of debt and funding its pipeline of investment opportunities in healthcare and seniors housing properties. The notes were designated as financial instruments serving as net investment hedges.

• July 27, 2026, dividend raised 15%. The Board declared a cash dividend of $0.85 per share for the quarter ended June 30, 2026, payable August 20, 2026 to stockholders of record on August 12, 2026, the 221st consecutive quarterly cash dividend, and a 15% increase from the $0.74 paid for the prior quarter.

• July 28, 2026, new $7.5 billion at-the-market equity program. Welltower Inc. and Welltower OP LLC entered into a new equity distribution agreement with a syndicate of sales agents, forward sellers and forward purchasers covering the offer and sale of common stock with an aggregate sales price of up to $7,500,000,000, and concurrently terminated the prior equity distribution agreement dated October 28, 2025. The program permits both direct issuance and forward sale agreements under separate master forward sale confirmations; where a forward sale is used, Welltower receives no proceeds from the sale of borrowed shares and expects to receive cash only on physical settlement, with the option to cash settle or net share settle instead. The prior program had $867,999,000 of remaining capacity as of July 24, 2026 and no outstanding forward sale agreements.

• Welltower's revised 2026 outlook, described above, was issued on July 27, 2026 and reflects only acquisitions announced or closed as of that date.

Filings that contain financial statements

• 8-K filed July 27, 2026 (accession 0000766704-26-000026), Exhibit 99.1: unaudited consolidated balance sheets as of June 30, 2026 and June 30, 2025, and consolidated statements of income for the three and six months ended June 30, 2026 and 2025 (Second Quarter 2026 results).
• 8-K filed April 28, 2026 (accession 0000766704-26-000018), Exhibit 99.1: unaudited consolidated balance sheets as of March 31, 2026 and March 31, 2025, and consolidated statements of income for the three months ended March 31, 2026 and 2025 (First Quarter 2026 results).
• 8-K filed February 10, 2026 (accession 0000766704-26-000005), Exhibit 99.1: unaudited consolidated balance sheets as of December 31, 2025 and December 31, 2024, and consolidated statements of income for the three and twelve months ended December 31, 2025 and 2024 (Fourth Quarter and full-year 2025 results).
• 8-K filed October 27, 2025 (accession 0000766704-25-000037), Exhibit 99.1: unaudited consolidated balance sheets as of September 30, 2025 and 2024, and consolidated income statement data for the three and nine months ended September 30, 2025 (Third Quarter 2025 results); Exhibit 99.2 supplement carries the accompanying property-level detail.
• 8-K filed July 28, 2025 (accession 0000766704-25-000027), Exhibit 99.1: unaudited consolidated balance sheets as of June 30, 2025 and 2024, and consolidated income statement data for the three and six months ended June 30, 2025 (Second Quarter 2025 results), the prior-year comparative period for the FY26Q2 release above.

Earnings and guidance

Second quarter 2026 (accession 0000766704-26-000026, filed July 27, 2026). Welltower reported net income attributable to common stockholders of $0.61 per diluted share and normalized FFO of $1.60 per diluted share, up 25.0% year-over-year. Total-portfolio same-store NOI grew 15.5%, led by 20.5% growth in the Seniors Housing Operating (SHO) segment. Full-year 2026 guidance was revised: net income attributable to common stockholders to $3.11–$3.19 per diluted share (from $3.24–$3.38), and normalized FFO raised to $6.36–$6.44 per diluted share (from $6.21–$6.35).

First quarter 2026 (accession 0000766704-26-000018, filed April 28, 2026). Net income attributable to common stockholders was $1.02 per diluted share; normalized FFO was $1.47 per diluted share, up 23% year-over-year. Same-store NOI grew 16.4% (SHO up 22.1%). Full-year 2026 guidance was raised to $3.24–$3.38 per diluted share net income (from $3.11–$3.27) and $6.21–$6.35 per diluted share normalized FFO (from $6.09–$6.25).

Fourth quarter and full-year 2025 (accession 0000766704-26-000005, filed February 10, 2026). Fourth-quarter net income attributable to common stockholders was $0.14 per diluted share; normalized FFO was $1.45 per diluted share, up 28.3% year-over-year. Full-year 2025 net income attributable to common stockholders was $1.39 per diluted share and normalized FFO was $5.29 per diluted share, up 22.5% year-over-year. Initial 2026 guidance was introduced: $3.11–$3.27 per diluted share net income and $6.09–$6.25 per diluted share normalized FFO.

Third quarter 2025 (accession 0000766704-25-000037, filed October 27, 2025). Results were announced alongside a separate transactions press release (see M&A section below).

M&A and portfolio transactions

Barchester and HC-One acquisitions (U.K.), closed October 2025. Per the Exhibit 99.3 press release furnished with the October 27, 2025 8-K (accession 0000766704-25-000037) and confirmed as completed in the February 10, 2026 fourth-quarter earnings release (accession 0000766704-26-000005), Welltower acquired a U.K. real estate portfolio operated by Barchester for approximately £5.2 billion, 111 communities in a RIDEA structure, 150 (originally announced as 152) communities under a long-term triple-net lease, and 21 developments, and separately acquired 100% of the equity of a portfolio operated by HC-One for £1.2 billion, funding a portion of the purchase price through the repayment to Welltower of an existing £660 million loan it had originated at the height of the COVID-19 pandemic. The 10-Q for the quarter ended June 30, 2026 (accession 0000766704-26-000030) records $908,605,000 of the HC-One consideration as settlement of existing contractual arrangements, primarily attributable to settlement of the existing real estate loan receivable of $882,326,000, which reduced the cash consideration paid. Together with roughly $4 billion of additional U.S. seniors-housing acquisitions (nearly 40 transactions, over 150 communities), total announced/closed transaction volume was described as $23 billion, funded in part through the sale of an 18-million-square-foot outpatient medical (OM) portfolio valued at approximately $7.2 billion, which the October 2025 announcement described as being sold in multiple tranches through mid-2026 and which the 10-Q for the quarter ended June 30, 2026 (accession 0000766704-26-000030) describes as continuing to occur in tranches expected to close by the end of 2026.

Amica Senior Lifestyles acquisition (Canada), closed April 1, 2026. Per the first-quarter and second-quarter 2026 earnings releases (accessions 0000766704-26-000018 and 0000766704-26-000026), Welltower completed the previously announced acquisition of a Canadian portfolio of 38 seniors housing communities for a pro rata purchase price of C$4.1 billion, consisting of C$3.5 billion of cash and the assumption of C$617 million of secured debt at an average interest rate of 3.6%. A further five properties under development in the same transaction closed on July 2, 2026 for a pro rata purchase price of C$647 million, expected to be completed by the end of 2027.

Post-quarter acquisition pipeline (July 2026), >$5 billion closed or expected to close, subject to closing conditions. Per the 10-Q for the quarter ended June 30, 2026 (accession 0000766704-26-000030), Welltower disclosed, as a subsequent event, more than $5 billion of seniors housing acquisitions closed or expected to close in the second half of 2026; the not-yet-closed portion is contingent on customary closing conditions and regulatory approvals, and no individual targets or prices are disclosed. The second-quarter 2026 earnings release (accession 0000766704-26-000026) quantifies the same activity within its full year-to-date total of $15.5 billion of pro rata gross investments closed or under contract: $9.4 billion closed in the six months ended June 30, 2026, versus $6.1 billion closed or under contract to close after quarter end (excluding development funding).

Outpatient medical (OM) portfolio disposition, in progress. The roughly $7.2 billion, 18-million-square-foot OM portfolio sale continues in tranches: $5.2 billion of pro rata proceeds closed in the fourth quarter of 2025 (accession 0000766704-26-000005), gross proceeds of $298 million closed in the second quarter of 2026, with eight properties remaining as of June 30, 2026 expected to close before year-end 2026 (accession 0000766704-26-000026).

Private funds management. Welltower closed its first private fund, Seniors Housing Fund I, with approximately $2.5 billion of total equity commitments (ADIA as anchor investor) and launched a second vehicle, Seniors Housing Debt Fund I, during the fourth quarter of 2025 (accession 0000766704-26-000005).

Capital markets and balance sheet

• July 13, 2026 (accession 0001193125-26-302020): Welltower OP LLC issued C$750 million of 3.850% notes due 2031 and C$400 million of 4.150% notes due 2033, guaranteed by Welltower Inc. on a senior unsecured basis, with proceeds intended for general corporate purposes including debt repayment and investment pipeline funding.
• March 6, 2026 (accession 0001193125-26-099414): Welltower OP LLC entered into an amended and restated credit agreement, replacing prior facilities with a $6.25 billion unsecured revolving credit facility ($4.25 billion tranche maturing March 2030, $2.0 billion tranche maturing July 2029), with the ability to upsize by up to an additional $1.25 billion.
• August 4, 2025 (accession 0001193125-25-172601): Welltower OP LLC issued $400 million of 4.500% notes due 2030 and $600 million of 5.125% notes due 2035, both further issuances fungible with notes originally issued in June 2025, guaranteed by Welltower Inc. on a senior unsecured basis, with proceeds intended for general corporate purposes including debt repayment and investment pipeline funding.
• At-the-market equity programs: Welltower entered new $7.5 billion equity distribution agreements on July 28, 2026 (accession 0001628280-26-050186) and October 28, 2025 (accession 0001193125-25-252628), each terminating and replacing the prior program.

Dividends

• July 27, 2026: The Board declared a $0.85 per share quarterly cash dividend for the quarter ended June 30, 2026, the company's 221st consecutive quarterly dividend, payable August 20, 2026 (accession 0000766704-26-000026).
• June 1, 2026 (accession 0001193125-26-249823): Welltower announced it expected to raise its quarterly dividend 15% to $0.85 per share beginning with the second quarter of 2026.
• April 28, 2026: The Board declared a $0.74 per share dividend for the quarter ended March 31, 2026, the 220th consecutive quarterly dividend (accession 0000766704-26-000018).
• February 10, 2026: The Board declared a $0.74 per share dividend for the quarter ended December 31, 2025, the 219th consecutive quarterly dividend, reflecting a 10.4% increase approved during 2025 (accession 0000766704-26-000005).

Governance and executive compensation

• May 21, 2026 Annual Meeting (accession 0001193125-26-237176): Shareholders elected all nine director nominees and ratified Ernst & Young LLP as auditor for fiscal 2026. On an advisory (non-binding) "say-on-pay" vote, shareholders did not approve the compensation of named executive officers (120,364,416 votes for versus 515,585,650 against).
• October 26–27, 2025 (accession 0001193125-25-251787): The Board adopted a "Ten-Year Executive Continuity and Alignment Program," granting long-term LTIP unit awards to the CEO and other named executive officers in exchange for those executives forgoing most other compensation (aside from a $110,000 annual base salary) from January 1, 2026 through December 31, 2035. Awards are half time-based and half performance-based, tied to market-capitalization milestones and relative total shareholder return over a five-year performance period ending October 2030. The February 10, 2026 fourth-quarter earnings release (accession 0000766704-26-000005) noted the program was subsequently expanded to cover seven additional Executive Vice Presidents.

Note on the say-on-pay vote

The May 21, 2026 annual meeting vote against the non-binding executive compensation proposal followed closely on the heels of the Ten-Year Executive Continuity and Alignment Program adopted in October 2025; the filings do not describe any board response to the vote result as of this writing.

About this file

WELL annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

WELL quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

WELL year-to-date income statement and cash flow

Taken from the SEC filings and normalized to actual dollars.

WELL trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

Adjustments

Notes

• Welltower is a healthcare and seniors housing real estate investment trust, so this record uses a REIT template: revenue split by source (resident fees and services, rental income, interest income, other income), consolidated net operating income (NOI), funds from operations (FFO) and FFO per diluted share alongside the GAAP income statement, plus debt, leverage and real-estate cash flows. Cost of revenue, gross profit and operating income are not concepts Welltower reports and are not shown.
• Every figure is stated in actual U.S. dollars. The filings print their statements in thousands and their per-share amounts in dollars; the thousands have been expanded here.
• Annual figures for 2025, 2024 and 2023 come from the fiscal 2025 Form 10-K (accession 0000766704-26-000010), filed February 12, 2026. That 10-K presents three years of income statement and cash flow but only two balance sheets, so fiscal 2023 carries no balance sheet here.
• Quarterly figures for the three months ended June 30, 2026 and June 30, 2025, and the six-month figures, come from the Form 10-Q for the quarter ended June 30, 2026 (accession 0000766704-26-000030), filed July 28, 2026.
• Fiscal 2025 general and administrative expenses of $1.748 billion include $1.557 billion of stock-based compensation expense, of which $1.409 billion related to long-term incentive plan unit awards granted to named executive officers and certain key employees that vested immediately on grant. That charge is why fiscal 2025 total expenses exceeded total revenues and why FFO fell 22% against fiscal 2024 even as NOI rose 38%. General and administrative expenses were $235 million in fiscal 2024 and $179 million in fiscal 2023.
• Income tax (expense) benefit is shown with the sign the filings print: a positive figure is a tax benefit and a negative figure is a tax expense. All other expense lines, including other expenses, are shown as positive amounts. The income tax benefit for the three months ended June 30, 2026 included a $71.3 million deferred tax benefit recognized by a Canadian subsidiary as a result of a reduction in its valuation allowance.
• Total debt is not a line Welltower prints. It is shown here as the sum of the balance sheet's senior unsecured notes, secured debt and unsecured credit facility and commercial paper. Lease liabilities are reported separately and are not included in it.
• Capital expenditure is not a single line in Welltower's cash flow statement. The figure shown here is the sum of cash disbursed for capital improvements to existing properties, cash disbursed for construction in progress, and capitalized interest, and free cash flow is operating cash flow less that amount. Neither is a measure Welltower itself defines or reports.
• The 10-Q presents cash flows only on a cumulative six-month basis, so the quarterly entries carry no cash flow block. The six-month cash flows appear under the year-to-date view, with the prior-year six months beside them.
• FFO (funds from operations attributable to common stockholders) is the measure defined by Nareit: net income attributable to common stockholders excluding gains and losses on sales of real estate and acquisitions of controlling interests and impairments of depreciable assets, plus depreciation and amortization, after adjustments for unconsolidated entities and noncontrolling interests. NOI is total revenues, including tenant reimbursements, less property operating expenses. Same store NOI covers a consistent property population. Same store NOI is measured on a different basis from the consolidated NOI shown beside it and is not a subset of it: Welltower states it at Welltower Share, starting from consolidated NOI, adding its ownership share of unconsolidated properties, subtracting the minority partners' noncontrolling interests in consolidated properties, excluding non-cash NOI and properties outside the same store population, and translating Canadian properties at a fixed 1.43 USD/CAD and U.K. properties at a fixed 1.23 GBP/USD. All three are supplemental measures, not substitutes for net income.
• The trailing-twelve-month revenue and expense detail is derived rather than filed: fiscal 2025 plus the six months ended June 30, 2026 less the six months ended June 30, 2025, with the balance sheet taken as of June 30, 2026. Those fields carry a 'derived' suffix. The twelve-month EBITDA and Adjusted EBITDA reconciliation, by contrast, is printed in the 10-Q, which publishes a twelve months ended June 30, 2026 column showing net income of $1,615,252 thousand, interest expense of $740,465 thousand, depreciation and amortization of $2,464,479 thousand, EBITDA of $4,767,200 thousand, impairment of assets of $79,605 thousand, other expenses of $288,610 thousand and Adjusted EBITDA of $4,860,413 thousand; the figures shown here for those lines are that column, and where such a line still carries the 'derived' suffix it is because the suffix marks how this block was built, not that the amount is unpublished. Its per-share amounts are the sum of the four quarterly amounts the 10-Q prints for the quarters ended September 30, 2025 through June 30, 2026, so they are subject to quarterly rounding. Weighted average share counts are not shown for that view because weighted averages cannot be added across periods.
• Diluted earnings per share does not equal net income attributable to common stockholders divided by diluted shares, because Welltower adjusts the numerator for income attributable to OP Units and DownREIT Units. For the June 2026 quarter the reported $0.61 compares with $0.60 on the unadjusted arithmetic.
• The balance sheet balances as total assets = total liabilities + redeemable noncontrolling interests + total equity; the redeemable noncontrolling interests sit in the mezzanine between liabilities and equity, and total equity already includes the non-redeemable noncontrolling interests.
• Welltower also reports a normalized FFO measure that the 10-Q does not present. In its second-quarter 2026 earnings release furnished July 27, 2026 (accession 0000766704-26-000026) the company reported normalized FFO attributable to common stockholders of $1.60 per diluted share for the quarter, against Nareit FFO of $1.56 per diluted share shown here. The two measures diverge much more widely for fiscal 2025: in its fourth-quarter 2025 earnings release furnished February 10, 2026 (accession 0000766704-26-000005) the company reported annual normalized FFO attributable to common stockholders of $5.29 per diluted share, against Nareit FFO of $2.68 per diluted share shown here.
• No split, currency or depositary-share adjustment applies. Welltower has had no stock split in the period covered, reports in U.S. dollars, and its shares are ordinary common stock rather than depositary receipts. Its Canadian and U.K. operations are translated into U.S. dollars inside the filings themselves.

Uncertainties

• No discrete three-month operating cash flow or free cash flow is published here. The 10-Q's cash flow statement runs for six months only, and the quarterly earnings materials do not include a cash flow statement, so a three-month figure could not be read off any filing in this set.
• Fiscal 2023 has no balance sheet in this record. The fiscal 2025 10-K presents balance sheets only as of December 31, 2025 and December 31, 2024.
• The June 2025 quarter has no balance sheet in this record. The 10-Q for the quarter ended June 30, 2026 presents balance sheets only as of June 30, 2026 and December 31, 2025, and the fiscal 2025 10-K only as of December 31, 2025 and December 31, 2024, so neither periodic report shows a June 30, 2025 balance sheet. The second-quarter 2026 earnings release furnished July 27, 2026 (accession 0000766704-26-000026) does present one as the comparative column of its balance sheet.
• The trailing-twelve-month revenue, expense and cash flow figures are arithmetic from the periods the two filings print, not a column any filing publishes; the twelve-month EBITDA and Adjusted EBITDA reconciliation described in the notes is the exception, being printed in the 10-Q. The twelve months they cover span a change in portfolio composition, including the Canadian seniors housing portfolio acquired on April 1, 2026, so they are not a like-for-like run rate.
• Capital expenditure and free cash flow follow a definition chosen here, as described in the notes. A different treatment of construction in progress or capitalized interest would give different figures, and Welltower publishes neither measure.
• The trailing-twelve-month per-share amounts are sums of four separately rounded quarterly amounts and may differ from a figure computed on twelve months of weighted average shares.
• Fiscal 2025 FFO per diluted share of $2.68 and the negative $(0.87) FFO per share the 10-Q shows for the December 2025 quarter both reflect the one-off long-term incentive plan charge described in the notes rather than property-level performance.

Company details

Fiscal period

Source filings