# WELLTOWER INC. (WELL) Informational only - not investment advice. CIK: 0000766704 SIC: 6798 Real Estate Investment Trusts SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/) Latest 10-K filed: 2026-02-12 SEC page: https://www.sec.gov/edgar/browse/?CIK=766704 Filing source: https://www.sec.gov/Archives/edgar/data/766704/000076670426000010/well-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 10838034000 | USD | 2025 | 2026-02-12 | | Net income | 961837000 | USD | 2025 | 2026-02-12 | | Assets | 67303047000 | USD | 2025 | 2026-02-12 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000766704.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 4,281,160,000 | 4,316,641,000 | 4,700,499,000 | 5,121,306,000 | 4,605,967,000 | 4,742,115,000 | 5,860,615,000 | 6,637,995,000 | 7,991,118,000 | 10,838,034,000 | | Net income | 1,082,070,000 | 540,613,000 | 829,750,000 | 1,330,410,000 | 1,038,852,000 | 374,479,000 | 160,568,000 | 358,139,000 | 972,857,000 | 961,837,000 | | Diluted EPS | 2.81 | 1.26 | 2.02 | 3.05 | 2.33 | 0.78 | 0.30 | 0.66 | 1.57 | 1.39 | | Assets | 28,865,184,000 | 27,944,445,000 | 30,342,072,000 | 33,380,751,000 | 32,483,642,000 | 34,910,325,000 | 37,893,233,000 | 44,012,166,000 | 51,044,308,000 | 67,303,047,000 | | Liabilities | 13,185,279,000 | 12,643,799,000 | 14,331,427,000 | 16,398,247,000 | 15,258,580,000 | 15,912,452,000 | 16,499,237,000 | 17,640,439,000 | 18,471,722,000 | 24,100,108,000 | | Stockholders' equity | 14,806,393,000 | 14,423,147,000 | 14,632,334,000 | 15,540,444,000 | 15,972,719,000 | 17,636,001,000 | 20,294,814,000 | 25,404,376,000 | 31,956,208,000 | 42,129,498,000 | | Cash and cash equivalents | 419,378,000 | 243,777,000 | 381,913,000 | 284,917,000 | 1,545,046,000 | 269,265,000 | 631,681,000 | 1,993,646,000 | 3,506,586,000 | 5,033,678,000 | | Net margin | 25.28% | 12.52% | 17.65% | 25.98% | 22.55% | 7.90% | 2.74% | 5.40% | 12.17% | 8.87% | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview 54 Business Strategy 54 Key Transactions 55 Key Performance Indicators, Trends and Uncertainties 56 Corporate Governance 58 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash 58 Off-Balance Sheet Arrangements 59 Contractual Obligations 59 Capital Structure 60 Supplemental Guarantor Information 61 RESULTS OF OPERATIONS Summary 61 Seniors Housing Operating 63 Triple-net 65 Outpatient Medical 67 Non-Segment/Corporate 68 OTHER Non-GAAP Financial Measures 69 Critical Accounting Policies and Estimates 76 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP LLC. Welltower OP LLC is generally the borrower under, and Welltower Inc. is the guarantor of, the unsecured notes described in Note 11 to our consolidated financial statements. Unless stated otherwise or the context otherwise requires, references to “Welltower” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us” and “our” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Executive Summary Company Overview Welltower Inc. (NYSE:WELL), a real estate investment trust (“REIT”) and 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 predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.378% as of December 31, 2025. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all existing senior unsecured notes. The following table summarizes our consolidated portfolio for the year ended December 31, 2025 (dollars in thousands): Percentage of Number of Type of Property NOI(1) NOI Properties Seniors Housing Operating $ 2,289,475  57.2  % 1,786 Triple-net 1,163,813  29.1  % 811 Outpatient Medical 548,699  13.7  % 129 Totals $ 4,001,987  100.0  % 2,726  (1) Represents consolidated net operating income (“NOI”) and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. Non-segment/Corporate NOI, which includes the loan portfolio, is excluded. See Non-GAAP Financial Measures for additional information and reconciliation. Business Strategy Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders through annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location. Substantially all of our revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-term deposits. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our external property management partners manage and monitor the Outpatient Medical portfolio. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment. 54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates. For the year ended December 31, 2025, resident fees and services and rental income represented 78% and 18% of total revenues, respectively. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments. Our primary sources of cash include resident fees and services revenue, rental income and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities including through our ATM Program (as defined below), proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, equity issuances, internally generated cash and the proceeds from investment dispositions. Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future and we expect to reinvest the proceeds from any investment dispositions in new investments. In the event that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program. At December 31, 2025, we had $5,033,678,000 of cash and cash equivalents, $175,861,000 of restricted cash and $5,000,000,000 of available borrowing capacity under our unsecured revolving credit facility. Key Transactions Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2025: •In October 2025, we entered into the ATM Program pursuant to which we may offer and sell up to $7,500,000,000 of common stock, which replaced our prior equity distribution agreement dated March 28, 2025, allowing us to sell up to $7,500,000,000 of common stock (collectively, along with other previous agreements, referred to as the “ATM Programs”). During the year ended December 31, 2025, we sold 56,120,996 shares of common stock under our current and previous ATM Programs generating gross proceeds of approximately $8,949,394,000. •In June 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity. Additionally, we completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035. •In August 2025, we completed a follow-on issuance of $400,000,000 of 4.5% senior unsecured notes due 2030 and $600,000,000 of 5.125% senior unsecured notes due 2035. These notes are fungible with and form a single series with the notes of the applicable series issued in June 2025. •In October 2025, we issued $2,747,615,000 of Canadian-denominated unsecured term loans (approximately $1,959,967,000 based on the Canadian/U.S. Dollar exchange rates upon funding). The term loans mature on October 9, 2026, and bear interest at adjusted CORRA plus 0.30%. •During the year ended December 31, 2025, we extinguished $346,964,000 of secured debt at a blended average interest rate of 5.16%. •During the year ended December 31, 2025, we issued $4,871,000 of secured debt at a blended average interest rate of 3.89% and assumed $469,130,000 of secured debt at a blended average interest rate of 4.45%. Investments The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, 2025 (dollars in thousands): 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Properties Book Amount(1) Capitalization Rates(2) Seniors Housing Operating 624  $ 12,618,092  6.8% Triple-net 324  6,521,788  10.4% Outpatient Medical 1  24,128  5.8% Totals 949  $ 19,164,008  8.1% (1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information. (2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts. Dispositions The following summarizes property dispositions completed during the year ended December 31, 2025 (dollars in thousands): Properties Proceeds(1) Book Amount(2) Capitalization Rates(3) Seniors Housing Operating(4) 37  $ 556,859  $ 499,509  9.0% Triple-net(5) 58  1,152,913  696,018  7.2% Outpatient Medical 242  4,930,425  3,904,036  6.3% Totals 337  $ 6,640,197  $ 5,099,563  6.7% (1) Represents net proceeds received upon disposition, excluding non-cash consideration. (2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information. (3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price. (4) Includes the disposition of unconsolidated equity method investments that owned 16 Seniors Housing Operating properties. (5) Excludes $342,201,000 of net real property derecognized related to 30 properties upon the reclassification from operating to sales-type leases and includes $465,198,000 of net real property derecognized related to 40 properties upon reclassification from operating to sales-type leases for which the underlying properties were sold and the sales-type lease terminated during the year. Amica Senior Lifestyles Acquisition In March 2025, we announced a definitive agreement to acquire a portfolio of 38 seniors housing communities and nine development parcels for aggregate consideration of C$4.6 billion. The portfolio will be operated by Amica Senior Lifestyles and is expected to close in early 2026, subject to customary closing conditions and regulatory approvals. Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2025 of $0.74 per share. On March 10, 2026, we will pay our 219th consecutive quarterly cash dividend to stockholders of record on February 25, 2026. Key Performance Indicators, Trends and Uncertainties We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes. Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 961,837  $ 972,857  $ 358,139  Net income attributable to common stockholders 936,845  951,680  340,094  Funds from operations attributable to common stockholders 1,817,952  2,323,433  1,763,227  Consolidated net operating income 4,349,953  3,160,907  2,690,219  Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted 56 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented: Year Ended December 31, 2025 2024 2023 Net debt to book capitalization ratio 25.2% 26.8% 34.3% Net debt to undepreciated book capitalization ratio 21.3% 21.6% 27.8% Net debt to enterprise ratio 10.0% 12.9% 20.9% Interest coverage ratio 5.82x 5.39x 3.74x Fixed charge coverage ratio 5.28x 4.99x 3.44x Adjusted interest coverage ratio 6.57x 5.34x 3.95x Adjusted fixed charge coverage ratio 5.97x 4.95x 3.64x Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types and excludes interest income earned on our loan portfolio, which is classified as Non-segment/Corporate. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.). The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below: Year Ended December 31,(1) 2025 2024 2023 Property mix: Seniors Housing Operating 57% 54% 45% Triple-net 29% 27% 34% Outpatient Medical 14% 19% 21% Relationship mix: Cogir Management Corporation 8% 7% 4% Care UK 5% 3% 1% Sunrise Senior Living 5% 5% 6% Integra Healthcare Properties 4% 7% 8% Oakmont Management Group 4% 4% 4% Remaining 74% 74% 77% Geographic mix: United Kingdom 15% 11% 9% Texas 11% 8% 8% California 10% 11% 12% Canada 7% 6% 6% Florida 6% 8% 6% Remaining 51% 56% 59% (1) Excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to “Item 1 — Business,” “Item 1A — Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors. 57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Corporate Governance Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the on our website at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only. Liquidity and Capital Resources Sources and Uses of Cash Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Cash, cash equivalents and restricted cash at beginning of period $ 3,711,457  $ 2,076,083  $ 1,635,374  79  % $ 722,292  $ 1,353,791  187  % $ 2,989,165  414  % Net cash provided from (used in): Operating activities 2,881,677  2,256,421  625,256  28  % 1,601,861  654,560  41  % 1,279,816  80  % Investing activities (10,512,749) (5,514,681) (4,998,068) 91  % (5,707,742) 193,061  -3  % (4,805,007) 84  % Financing activities 8,999,760  4,905,351  4,094,409  83  % 5,448,647  (543,296) -10  % 3,551,113  65  % Effect of foreign currency translation 129,394  (11,717) 141,111  n/a 11,025  (22,742) n/a 118,369  1,074  % Cash, cash equivalents and restricted cash at end of period $ 5,209,539  $ 3,711,457  $ 1,498,082  40  % $ 2,076,083  $ 1,635,374  79  % $ 3,133,456  151  % Operating Activities Please see “Results of Operations” for discussion of net income fluctuations. For the years ended December 31, 2025, 2024 and 2023, cash flows provided from operations exceeded cash distributions to stockholders. Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % New development $ 437,731  $ 827,900  $ (390,169) -47  % $ 1,014,935  $ (187,035) -18  % $ (577,204) -57  % Recurring capital expenditures, tenant improvements and lease commissions 374,457  290,832  83,625  29  % 199,359  91,473  46  % 175,098  88  % Renovations, redevelopments and other capital improvements 675,806  566,714  109,092  19  % 318,323  248,391  78  % 357,483  112  % Total $ 1,487,994  $ 1,685,446  $ (197,452) -12  % $ 1,532,617  $ 152,829  10  % $ (44,623) -3  % The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. The increase in renovations, redevelopments and other capital improvements is due primarily to portfolio growth.  Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments. Financing activities that occurred during the year ended December 31, 2025 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our consolidated financial statements for additional information. 58 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity. In March 2024, we repaid our $950,000,000 3.625% senior unsecured notes at maturity. In July 2024, we issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029. Also in July 2024, we closed on an expanded $5,000,000,000 unsecured revolving credit facility, which replaced our $4,000,000,000 existing line of credit. The new facility is comprised of a $3,000,000,000 revolving line of credit maturing in June 2028 that can be extended for an additional year and a $2,000,000,000 revolving line of credit maturing in June 2029. Please also refer to Note 10 for additional information. During the year ended December 31, 2024, we sold 70,419,530 shares of common stock under our ATM Programs, generating gross proceeds of approximately $7,452,108,000. See “Key Transactions” for a description of 2025 financing activities. Foreign Currency Translation The change in cash from foreign currency translation during the twelve months ended December 31, 2025 is primarily due to the mark-to-market adjustment of Canadian dollar funds held by Canadian subsidiaries to pre-fund the Amica Senior Lifestyles transaction. Please refer to Note 3 of our consolidated financial statements for additional information. Off-Balance Sheet Arrangements At December 31, 2025, we had investments in unconsolidated entities with our ownership generally ranging from 8% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2025, we had 23 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information. We have entered into put-call agreements with third parties in conjunction with certain development projects. Under these agreements, we can initiate a call right or the third party can initiate a put right upon certain conditions being met, which would result in the acquisition of the related property by us, for which we currently have no ownership interest. If all conditions had been met under these agreements as of December 31, 2025, and the put or call rights for each investment had been triggered, the amount payable by us to acquire these properties would have been $375,660,000. Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2025 (in thousands): Payments Due by Period Contractual Obligations Total 2026 2027-2028 2029-2030 Thereafter Senior unsecured notes and term credit facilities:(1) U.S. Dollar senior unsecured notes $ 11,620,000  $ 700,000  $ 2,285,000  $ 3,835,000  $ 4,800,000  Canadian Dollar senior unsecured notes(2) 218,760  —  218,760  —  —  Pounds Sterling senior unsecured notes(2) 1,411,725  —  739,475  —  672,250  U.S. Dollar term credit facility 1,089,899  —  1,015,000  74,899  —  Canadian Dollar term credit facility(2) 2,185,861  2,003,561  182,300  —  —  Secured debt:(1,2) Consolidated 2,573,080  246,296  547,273  579,525  1,199,986  Unconsolidated 665,445  30,570  165,615  24,071  445,189  Other financial obligations(3) 260,027  1,626  3,414  3,811  251,176  Contractual interest obligations:(4) Senior unsecured notes and term loans(2) 3,587,518  620,219  938,886  638,041  1,390,372  Consolidated secured debt(2) 690,189  101,500  167,063  113,959  307,667  Unconsolidated secured debt(2) 163,916  35,384  59,766  50,723  18,043  Other financial obligations(3) 1,505,777  20,085  39,898  39,501  1,406,293  Financing lease liabilities(5) 1,434,129  29,740  57,445  57,403  1,289,541  Operating lease liabilities(5) 3,102,455  116,886  234,691  233,971  2,516,907  Purchase obligations(6) 564,565  399,449  151,779  421  12,916  Total contractual obligations $ 31,073,346  $ 4,305,316  $ 6,806,365  $ 5,651,325  $ 14,310,340  (1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets. (2) Based on foreign currency exchange rates in effect as of the balance sheet date. 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (3) See Note 11 to our consolidated financial statements for additional information. (4) Based on variable interest rates in effect as of December 31, 2025. (5) See Note 6 to our consolidated financial statements for additional information. (6) See Note 13 to our consolidated financial statements for additional information. Excludes amounts related to asset acquisitions under contract that have not yet closed as of December 31, 2025. Capital Structure Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2025, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. On March 28, 2025, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or “universal” shelf registration statement on Form S-3 (the “New Registration Statement”) covering an indeterminate amount of future offerings of Welltower’s debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower. In connection with the filing of the New Registration Statement, on March 28, 2025, Welltower filed with the SEC five prospectus supplements, as described below. On March 28, 2025, Welltower also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock. As of February 6, 2026, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. The first prospectus supplement filed in connection with the New Registration Statement related to the ATM Program (as defined below). On March 28, 2025, Welltower and Welltower OP entered into an equity distribution agreement with (i) BofA Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $7,500,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”). The ATM Program also allows Welltower to enter into forward sale agreements. On October 28, 2025, Welltower and Welltower OP entered into a new equity distribution agreement with the sales agents, forward sellers and forward purchasers described above, which renewed the ATM Program on substantially similar terms and, in connection therewith, terminated the March 2025 equity distribution agreement. As of February 6, 2026, we had $5,617,290,000 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program. The second such prospectus supplement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 23,471,419 shares of common stock of Welltower Inc. (the “Exchangeable Shares”) that may, under certain circumstances, be issuable upon exchange of the 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP, and the resale from time to time by the recipients of such Exchangeable Shares. The third prospectus supplement filed in connection with the New Registration Statement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 390,590 shares of common stock of Welltower Inc. (the “DownREIT Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount. 60 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The fourth such prospectus supplement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 238,868 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the “OP Units”) of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount. The fifth such prospectus supplement registered the offer and resale by the selling stockholder identified therein of up to 1,563,904 shares of common stock of Welltower Inc., which Welltower issued as consideration for its recent acquisition of certain properties. On July 29, 2025 and October 28, 2025, Welltower filed prospectus supplements with the SEC to register the offer and resale by the selling stockholders identified therein of an aggregate of up to 1,385,517 shares of common stock of Welltower Inc., which Welltower issued as consideration for its recent acquisitions of certain properties. On October 28, 2025, Welltower filed a prospectus supplement with the SEC relating to the registration and possible issuance of up to 4,542,926 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of the OP Units tender their OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount. Supplemental Guarantor Information Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 98.378% owned by Welltower as of December 31, 2025. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities or operations other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures. Results of Operations Summary Our primary sources of revenue include resident fees and services revenue, rental income, interest income and interest earned on short-term deposits. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses and other expenses. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI (“SSNOI”) and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures.  This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 61 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a summary of our results of operations for the periods presented (in thousands, except per share amounts): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 Amount % 2023 Amount % Amount % Net income $ 961,837  $ 972,857  $ (11,020) -1  % $ 358,139  $ 614,718  172  % $ 603,698  169  % NICS 936,845  951,680  (14,835) -2  % 340,094  611,586  180  % 596,751  175  % FFO 1,817,952  2,323,433  (505,481) -22  % 1,763,227  560,206  32  % 54,725  3  % EBITDA 3,691,544  3,181,911  509,633  16  % 2,373,450  808,461  34  % 1,318,094  56  % Adjusted EBITDA 4,169,347  3,151,811  1,017,536  32  % 2,509,003  642,808  26  % 1,660,344  66  % NOI 4,349,953  3,160,907  1,189,046  38  % 2,690,219  470,688  17  % 1,659,734  62  % Per share data (fully diluted): Net income attributable to common stockholders (1) $ 1.39  $ 1.57  $ (0.18) -11  % $ 0.66  $ 0.91  138  % $ 0.73  111  % Funds from operations attributable to common stockholders $ 2.68  $ 3.82  $ (1.14) -30  % $ 3.40  $ 0.42  12  % $ (0.72) -21  % Interest coverage ratio 5.82x 5.39x 0.43x 8  % 3.74x 1.65x 44  % 2.08x 56  % Fixed charge coverage ratio 5.28x 4.99x 0.29x 6  % 3.44x 1.55x 45  % 1.84x 53  % Adjusted interest coverage ratio 6.57x 5.34x 1.23x 23  % 3.95x 1.39x 35  % 2.62x 66  % Adjusted fixed charge coverage ratio 5.97x 4.95x 1.02x 21  % 3.64x 1.31x 36  % 2.33x 64  % (1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders. The following table represents the changes in outstanding common stock for the period from January 1, 2023 to December 31, 2025 (in thousands): Year Ended December 31, 2025 2024 2023 Totals Beginning balance 635,289  564,241  490,508  490,508  Redemption of OP Units and DownREIT Units 1,594  495  336  2,425  Option exercises 36  18  4  58  ATM Program issuances 56,121  70,420  53,301  179,842  Equity issuances 3,259  —  20,125  23,384  Other, net 208  115  (33) 290  Ending balance 696,507  635,289  564,241  696,507  Weighted average number of shares outstanding: Basic 665,639  602,975  515,629  Diluted 679,521  608,750  518,701  A portion of our earnings is derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. 62 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Seniors Housing Operating  The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Resident fees and services $ 8,452,996  $ 6,027,149  $ 2,425,847  40  % $ 4,753,804  $ 1,273,345  27  % $ 3,699,192  78  % Other income 36,099  8,312  27,787  334  % 9,743  (1,431) -15  % 26,356  271  % Total revenues 8,489,095  6,035,461  2,453,634  41  % 4,763,547  1,271,914  27  % 3,725,548  78  % Property operating expenses 6,199,620  4,523,780  1,675,840  37  % 3,655,508  868,272  24  % 2,544,112  70  % NOI(1) 2,289,475  1,511,681  777,794  51  % 1,108,039  403,642  36  % 1,181,436  107  % Other expenses: Depreciation and amortization 1,550,042  1,107,116  442,926  40  % 906,771  200,345  22  % 643,271  71  % Interest expense 72,435  42,949  29,486  69  % 56,509  (13,560) -24  % 15,926  28  % Loss (gain) on extinguishment of debt, net 6,156  1,711  4,445  260  % —  1,711  n/a 6,156  n/a Impairment of assets 37,757  85,564  (47,807) -56  % 24,999  60,565  242  % 12,758  51  % Other expenses 192,706  96,435  96,271  100  % 96,972  (537) -1  % 95,734  99  % 1,859,096  1,333,775  525,321  39  % 1,085,251  248,524  23  % 773,845  71  % Income (loss) from continuing operations before income taxes and other items 430,379  177,906  252,473  142  % 22,788  155,118  681  % 407,591  n/a Income (loss) from unconsolidated entities (31,470) 1,376  (32,846) n/a (70,940) 72,316  102  % 39,470  56  % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 53,776  134,082  (80,306) -60  % 68,290  65,792  96  % (14,514) -21  % Income (loss) from continuing operations 452,685  313,364  139,321  44  % 20,138  293,226  n/a 432,547  2,148  % Net income (loss) 452,685  313,364  139,321  44  % 20,138  293,226  n/a 432,547  n/a Less: Net income (loss) attributable to noncontrolling interests (36) (2,694) 2,658  99  % (5,975) 3,281  55  % 5,939  99  % Net income (loss) attributable to common stockholders $ 452,721  $ 316,058  $ 136,663  43  % $ 26,113  $ 289,945  n/a $ 426,608  1,634  %  (1) See Non-GAAP Financial Measures below. Resident fees and services revenue, property operating expenses and depreciation and amortization for the year ended December 31, 2025 increased compared to the prior year primarily due to acquisitions. See Note 3 to our consolidated financial statements for descriptions of our acquisitions during 2025 and 2024, including the acquisitions of the Barchester and HC-One portfolios in October 2025 and the Care UK acquisition in October 2024. Additional drivers of the increase include construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout 2024. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during 2025. Average occupancy is as follows: Three Months Ended(1) March 31, June 30, September 30, December 31, 2024 82.5% 82.8% 83.8% 84.8% 2025 85.1% 85.6% 86.9% 87.4% (1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners’ noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development. The following is a summary of our SSNOI at Welltower’s share for the Seniors Housing Operating segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI(1) $ 467,842  $ 387,280  $ 80,562  20.8  % $ 1,483,893  $ 1,225,971  $ 257,922  21.0  % (1) Relates to 875 properties for the QTD Pool and 638 properties for the YTD Pool. Please see Non-GAAP Financial Measures below for additional information and reconciliations. The increase in other income during the year ended December 31, 2025 is primarily related to the management fee earned for the investment management services provided for Seniors Housing Fund I LP during 2025. During the year ended December 31, 2025, we recorded impairment charges of $37,757,000 related to ten properties. During the year ended December 31, 2024, we recorded impairment charges of $85,564,000 related to 18 properties. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions, including those associated with the Barchester, HC-One and Care UK business combinations referred to above. Changes in the gain on 63 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations dispositions of real estate and acquisition of noncontrolling interests, net are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our consolidated financial statements. During the year ended December 31, 2025, we completed Seniors Housing Operating construction conversions representing $937,300,000 or $343,333 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands): As of December 31, 2025 Expected Conversion Year(1) Properties Units/Beds Anticipated Remaining Funding Construction in Progress Balance 2026 18 1,904  $ 116,865  $ 374,274  2027 17  1,569  293,412  193,572  2028 5  287  82,749  30,130  TBD(2) 6 63,083  Total 46  $ 661,059  (1) Properties expected to be converted in phases over multiple years are reflected in the last expected year. (2) Represents projects for which a final budget or expected conversion date are not yet known. Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt.  The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 2,042,583  $ 1,955,048  $ 1,701,939  Debt transferred —  27,084  —  Debt issued 4,871  197,930  385,115  Debt assumed 469,130  427,725  381,837  Debt extinguished (259,621) (303,081) (486,825) Debt disposed —  (164,640) —  Principal payments (55,255) (41,220) (47,672) Effect of foreign currency translation 43,027  (56,263) 20,654  Ending balance $ 2,244,735  $ 2,042,583  $ 1,955,048  Ending weighted average interest 4.15  % 4.29  % 4.68  % A portion of our Seniors Housing Operating property investments are formed through partnership interests. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the year ended December 31, 2025 is primarily related to hypothetical liquidation at book value (“HLBV”) adjustments to our unconsolidated entities (refer Note 2 for additional information). Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. 64 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Triple-net  The following is a summary of our results of operations for the Triple-net segment for the years presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Rental income $ 1,193,514  $ 777,297  $ 416,217  54  % $ 814,751  $ (37,454) -5  % $ 378,763  46  % Interest income 2,111  8,167  (6,056) -74  % 1,369  6,798  497  % 742  54  % Other income 1,417  3,307  (1,890) -57  % 70,986  (67,679) -95  % (69,569) -98  % Total revenues 1,197,042  788,771  408,271  52  % 887,106  (98,335) -11  % 309,936  35  % Property operating expenses 33,229  40,722  (7,493) -18  % 42,194  (1,472) -3  % (8,965) -21  % NOI(1) 1,163,813  748,049  415,764  56  % 844,912  (96,863) -11  % 318,901  38  % Other expenses: Depreciation and amortization 318,352  258,830  59,522  23  % 231,028  27,802  12  % 87,324  38  % Interest expense 15,632  6,918  8,714  126  % (65) 6,983  n/a 15,697  n/a Loss (gain) on derivatives and financial instruments, net —  12  (12) -100  % 98  (86) -88  % (98) -100  % Provision for loan losses, net —  —  —  n/a 297  (297) -100  % (297) -100  % Impairment of assets 38,290  5,658  32,632  577  % 11,098  (5,440) -49  % 27,192  245  % Other expenses 3,605  10,793  (7,188) -67  % 5,060  5,733  113  % (1,455) -29  % 375,879  282,211  93,668  33  % 247,516  34,695  14  % 128,363  52  % Income (loss) from continuing operations before income taxes and other items 787,934  465,838  322,096  69  % 597,396  (131,558) -22  % 190,538  32  % Income (loss) from unconsolidated entities 883  (17,554) 18,437  105  % 7,158  (24,712) -345  % (6,275) -88  % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 492,282  309,453  182,829  59  % 259  309,194  n/a 492,023  n/a Income (loss) from continuing operations 1,281,099  757,737  523,362  69  % 604,813  152,924  25  % 676,286  112  % Net income (loss) 1,281,099  757,737  523,362  69  % 604,813  152,924  25  % 676,286  112  % Less: Net income (loss) attributable to noncontrolling interests 9,442  19,764  (10,322) -52  % 21,804  (2,040) -9  % (12,362) -57  % Net income (loss) attributable to common stockholders $ 1,271,657  $ 737,973  $ 533,684  72  % $ 583,009  $ 154,964  27  % $ 688,648  118  % (1) See Non-GAAP Financial Measures below. The increase in rental income is primarily related to acquisitions that occurred during the year ended December 31, 2025. See Note 3 to our consolidated financial statements for additional information. Additionally, during the year ended December 31, 2024, we recognized a write-off of straight-line rent receivable and unamortized lease incentive balances of $139,652,000 related to leases for which the collection of substantially all contractual lease payments was no longer deemed probable due primarily to agreements reached to convert Triple-net properties to Seniors Housing Operating RIDEA structures. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. For the year ended December 31, 2025, we had 59 leases with rental rate increases and a weighted average increase of 3.58%. Interest income is primarily related to leases that were classified as sales-type leases in 2024 and 2025. The following is a summary of our SSNOI at Welltower’s share for the Triple-net segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI(1) $ 150,602  $ 146,941  $ 3,661  2.5  % $ 520,949  $ 506,549  $ 14,400  2.8  % (1) Relates to 431 properties for the QTD Pool and 384 properties for the YTD Pool. Please see Non-GAAP Financial Measures below for additional information and reconciliations. Depreciation and amortization fluctuates as a result of the acquisitions, dispositions and segment transitions of Triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly. During the year ended December 31, 2025, we recorded impairment charges of $38,290,000 related to eight properties. During the year ended December 31, 2024, we recorded impairment charges of $5,658,000 related to three properties. 65 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain on real estate dispositions and acquisitions of controlling interests, net are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our consolidated financial statements. Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 335,552  $ 38,260  $ 39,179  Debt transferred —  (27,084) —  Debt assumed —  532,575  —  Debt extinguished —  (10,628) —  Debt disposed —  (194,500) —  Principal payments (7,207) (3,071) (919) Ending balance $ 328,345  $ 335,552  $ 38,260  Ending weighted average interest 3.44  % 3.44  % 4.39  % A portion of our Triple-net property investments were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The increase in income from unconsolidated entities during the year ended December 31, 2025 is primarily related to a decrease in hypothetical liquidation at book value (“HLBV”) adjustments to our unconsolidated entities (refer Note 2 for additional information.) Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner. 66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Outpatient Medical  The following is a summary of our results of operations for the Outpatient Medical segment for the years presented (in thousands):  Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Rental income $ 774,421  $ 792,981  $ (18,560) -2  % $ 741,322  $ 51,659  7  % $ 33,099  4  % Other income 7,511  9,132  (1,621) -18  % 9,167  (35) —  % (1,656) -18  % Total revenues 781,932  802,113  (20,181) -3  % 750,489  51,624  7  % 31,443  4  % Property operating expenses 233,233  245,636  (12,403) -5  % 231,956  13,680  6  % 1,277  1  % NOI(1) 548,699  556,477  (7,778) -1  % 518,533  37,944  7  % 30,166  6  % Other expenses: Depreciation and amortization 216,474  266,147  (49,673) -19  % 263,302  2,845  1  % (46,828) -18  % Interest expense 769  1,150  (381) -33  % 10,543  (9,393) -89  % (9,774) -93  % Loss (gain) on extinguishment of debt, net 3,089  —  3,089  n/a 7  (7) -100  % 3,082  n/a Impairment of assets 45,236  1,571  43,665  n/a —  1,571  n/a 45,236  n/a Other expenses 2,574  648  1,926  297  % 2,289  (1,641) -72  % 285  12  % 268,142  269,516  (1,374) -1  % 276,141  (6,625) -2  % (7,999) -3  % Income (loss) from continuing operations before income taxes and other item 280,557  286,961  (6,404) -2  % 242,392  44,569  18  % 38,165  16  % Income (loss) from unconsolidated entities (764) 5,046  (5,810) -115  % (549) 5,595  n/a (215) -39  % Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 902,985  8,076  894,909  n/a (651) 8,727  n/a 903,636  n/a Income (loss) from continuing operations 1,182,778  300,083  882,695  294  % 241,192  58,891  24  % 941,586  390  % Net income (loss) 1,182,778  300,083  882,695  294  % 241,192  58,891  24  % 941,586  390  % Less: Net income (loss) attributable to noncontrolling interests 1,926  1,307  619  47  % 1,309  (2) —  % 617  47  % Net income (loss) attributable to common stockholders $ 1,180,852  $ 298,776  $ 882,076  295  % $ 239,883  $ 58,893  25  % $ 940,969  392  % (1) See Non-GAAP Financial Measures below. On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated outpatient medical properties for approximately $7.2 billion. The disposition will occur in tranches expected to close through mid-2026. As of December 31, 2025 we have disposed of 241 properties with a gross sales price of approximately $5,224,900,000 and gain on real estate dispositions of $881,413,000. For the year ended December 31, 2025, rental income and property operating expenses decreased primarily due to the properties sold during the fourth quarter. Of our remaining leases, many contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income in the future. The decrease in depreciation and amortization is primarily attributable to the above mentioned disposition meeting the held for sale criteria. To the extent that we acquire, classify as held for sale or dispose of additional properties in the future, these amounts will change accordingly. The following is a summary of our SSNOI at Welltower share for the Outpatient Medical segment (in thousands): QTD Pool YTD Pool Three Months Ended Change Year Ended Change December 31, 2025 December 31, 2024 $ % December 31, 2025 December 31, 2024 $ % SSNOI(1) $ 23,778  $ 23,223  $ 555  2.4  % $ 83,298  $ 81,245  $ 2,053  2.5  % (1) Relates to 104 properties for the QTD Pool and 102 properties for the YTD Pool. Please see Non-GAAP Financial Measures below for additional information and reconciliations. During the year ended December 31, 2025, we recorded an impairment charge of $45,236,000 related to four properties. During the year ended December 31, 2024, we recorded impairment charges of $1,571,000 related to one property. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs. Changes in the gains/losses on sales of properties are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our consolidated financial statements. During the year ended December 31, 2025, we completed construction conversions representing $336,742,000 or $549 per square foot. As of December 31, 2025, we have one consolidated Outpatient Medical construction project in process with a 67 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations construction in progress balance of $34,645,000, excluding overhead and capitalized interest. The final budget and expected conversion date for the project are not yet known. Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, fluctuations in interest rates, extinguishments and principal amortizations. The following is a summary of our Outpatient Medical secured debt principal activity (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance $ 89,088  $ 229,137  $ 388,836  Debt assumed —  —  46,741  Debt extinguished (87,343) (137,011) (200,955) Principal payments (1,745) (3,038) (5,485) Ending balance $ —  $ 89,088  $ 229,137  Ending weighted average interest —  % 4.19  % 5.42  % A portion of our Outpatient Medical property investments were formed through partnerships. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner. Non-segment/Corporate The following is a summary of our results of operations for the Non-segment/Corporate activities for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Revenues: Interest income $ 244,094  $ 248,024  $ (3,930) -2  % $ 166,985  $ 81,039  49  % $ 77,109  46  % Other income 125,871  116,749  9,122  8  % 69,868  46,881  67  % 56,003  80  % Total revenues 369,965  364,773  5,192  1  % 236,853  127,920  54  % 133,112  56  % Property operating expenses 21,999  20,073  1,926  10  % 18,118  1,955  11  % 3,881  21  % NOI(1) 347,966  344,700  3,266  1  % 218,735  125,965  58  % 129,231  59  % Other expenses: Interest expense 563,119  523,244  39,875  8  % 540,859  (17,615) -3  % 22,260  4  % General and administrative expenses 1,748,435  235,491  1,512,944  642  % 179,091  56,400  31  % 1,569,344  876  % Loss (gain) on derivatives and financial instruments, net 22,407  (27,899) 50,306  180  % (2,218) (25,681) n/a 24,625  n/a Loss (gain) on extinguishments of debt, net —  419  (419) -100  % —  419  n/a —  n/a Provision for loan losses, net (9,416) 10,125  (19,541) -193  % 9,512  613  6  % (18,928) -199  % Other expenses 2,316  9,583  (7,267) -76  % 4,020  5,563  138  % (1,704) -42  % Total expenses 2,326,861  750,963  1,575,898  210  % 731,264  19,699  3  % 1,595,597  218  % Loss from continuing operations before income taxes and other items (1,978,895) (406,263) (1,572,632) -387  % (512,529) 106,266  21  % (1,466,366) -286  % Income (loss) from unconsolidated entities 17,054  10,636  6,418  60  % 10,889  (253) -2  % 6,165  57  % Income tax (expense) benefit 7,116  (2,700) 9,816  364  % (6,364) 3,664  58  % 13,480  212  % Loss from continuing operations (1,954,725) (398,327) (1,556,398) -391  % (508,004) 109,677  22  % (1,446,721) -285  % Net income (loss) (1,954,725) (398,327) (1,556,398) -391  % (508,004) 109,677  22  % (1,446,721) -285  % Less: Net income (loss) attributable to noncontrolling interests 13,660  2,800  10,860  388  % 907  1,893  209  % 12,753  n/a Net loss attributable to common stockholders $ (1,968,385) $ (401,127) $ (1,567,258) -391  % $ (508,911) $ 107,784  21  % $ (1,459,474) -287  % (1) See Non-GAAP Financial Measures below. Other income is primarily due to interest earned on deposits. Property operating expenses primarily represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio. The following is a summary of our Non-segment/Corporate interest expense for the periods presented (in thousands): 68 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Senior unsecured notes $ 501,993  $ 497,223  $ 4,770  1  % $ 508,681  $ (11,458) -2  % $ (6,688) -1  % Unsecured credit facility and commercial paper program 15,283  6,239  9,044  145  % 6,977  (738) -11  % 8,306  119  % Loan expenses and other 45,843  19,782  26,061  132  % 25,201  (5,419) -22  % 20,642  82  % Totals $ 563,119  $ 523,244  $ 39,875  8  % $ 540,859  $ (17,615) -3  % $ 22,260  4  % The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 to the consolidated financial statements for additional information. The change in interest expense on our unsecured revolving credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 of our consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses and other include the amortization of costs incurred in connection with senior unsecured notes issuances, as well as gains and losses resulting from the changes in fair value of foreign currency exchange contracts substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2025, 2024 and 2023 were 16.13%, 2.95% and 2.70%, respectively. During the three months ended December 31, 2025, we recognized $1,408,672,000 of stock compensation expense due to the new “Ten Year Executive Continuity and Alignment Program” granting awards to our named executive officers and other key employees. Please refer to Note 15 for additional information related to these grants. The fluctuation in provision for loan losses, net is related to adjustments to reserve for loan losses under the current expected credit losses accounting standard. Other expenses includes noncapitalizable legal expenses. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as taxable REIT subsidiaries. Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the HC-One Group transactions that closed in 2021 and 2023. These warrants were settled in conjunction with the HC-One Group acquisition. Please refer to Notes 3 and 12 for additional information related to the acquisition and related warrants. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner. For the year ended December 31, 2025, the increase is primarily driven by increased ownership by outside investors in Welltower OP. Other Non-GAAP Financial Measures We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. 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 funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and acquisitions of controlling interests, and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. NOI is used to evaluate the operating performance of our properties. 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 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. Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property (“Welltower Share”). To arrive at Welltower’s Share, NOI is adjusted by adding our minority ownership share related 69 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations to unconsolidated properties and by subtracting the minority partners’ noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. 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 SSNOI until five full quarters or eight full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters or eight full quarters post completion of the transition for the QTD Pool and YTD Pool, respectively. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters or eight full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. 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. EBITDA is defined as earnings (net income) before interest, 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 as deemed appropriate. 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. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and include book capitalization, undepreciated book capitalization and 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. Enterprise value represents book capitalization adjusted for the fair market value of our common stock. 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. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, the Board of Directors utilizes these measures to evaluate management performance. None of our supplemental 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 measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. 70 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and acquisitions of controlling interests, net and impairment of assets. Amounts are in thousands except for per share data. Year Ended December 31, FFO Reconciliation: 2025 2024 2023 Net income attributable to common stockholders $ 936,845  $ 951,680  $ 340,094  Depreciation and amortization 2,084,868  1,632,093  1,401,101  Impairment of assets 121,283  92,793  36,097  Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Noncontrolling interests (13,144) (30,812) (46,393) Unconsolidated entities 137,143  129,290  100,226  Funds from operations attributable to common stockholders $ 1,817,952  $ 2,323,433  $ 1,763,227  Average diluted shares outstanding: 679,521  608,750  518,701  Per diluted share data: Net income attributable to common stockholders(1) $ 1.39  $ 1.57  $ 0.66  Funds from operations attributable to common stockholders $ 2.68  $ 3.82  $ 3.40  (1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders. The tables below reflects the reconciliation of consolidated NOI to net income, the most directly comparable U.S. GAAP measure, for the years presented (in thousands): Year Ended December 31, NOI Reconciliation: 2025 2024 2023 Net income (loss) $ 961,837  $ 972,857  $ 358,139  Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Loss (income) from unconsolidated entities 14,297  496  53,442  Income tax expense (benefit) (7,116) 2,700  6,364  Other expenses 201,201  117,459  108,341  Impairment of assets 121,283  92,793  36,097  Provision for loan losses, net (9,416) 10,125  9,809  Loss (gain) on extinguishment of debt, net 9,245  2,130  7  Loss (gain) on derivatives and financial instruments, net 22,407  (27,887) (2,120) General and administrative expenses 1,748,435  235,491  179,091  Depreciation and amortization 2,084,868  1,632,093  1,401,101  Interest expense 651,955  574,261  607,846  Consolidated net operating income (NOI) $ 4,349,953  $ 3,160,907  $ 2,690,219  NOI by segment: Seniors Housing Operating $ 2,289,475  $ 1,511,681  $ 1,108,039  Triple-net 1,163,813  748,049  844,912  Outpatient Medical 548,699  556,477  518,533  Non-segment/Corporate 347,966  344,700  218,735  Total NOI $ 4,349,953  $ 3,160,907  $ 2,690,219  71 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Quarterly NOI by Segment: (in thousands) Three Months Ended Year Ended  March 31,  June 30,  September 30,  December 31, December 31, 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Seniors Housing Operating: Total revenues $ 1,867,871  $ 1,361,737  $ 1,975,732  $ 1,395,373  $ 2,070,115  $ 1,514,022  $ 2,575,377  $ 1,764,329  $ 8,489,095  $ 6,035,461  Property operating expenses 1,384,684  1,019,347  1,438,277  1,034,906  1,499,215  1,135,887  1,877,444  1,333,640  6,199,620  4,523,780  Consolidated NOI $ 483,187  $ 342,390  $ 537,455  $ 360,467  $ 570,900  $ 378,135  $ 697,933  $ 430,689  $ 2,289,475  $ 1,511,681  Triple-net: Total revenues $ 255,030  $ 222,943  $ 273,754  $ 142,082  $ 286,637  $ 228,649  $ 381,621  $ 195,097  $ 1,197,042  $ 788,771  Property operating expenses 8,818  10,817  8,652  10,495  8,227  9,345  7,532  10,065  33,229  40,722  Consolidated NOI $ 246,212  $ 212,126  $ 265,102  $ 131,587  $ 278,410  $ 219,304  $ 374,089  $ 185,032  $ 1,163,813  $ 748,049  Outpatient Medical: Total revenues $ 211,016  $ 198,310  $ 211,811  $ 197,237  $ 215,172  $ 204,995  $ 143,933  $ 201,571  $ 781,932  $ 802,113  Property operating expenses 64,606  62,463  62,834  61,185  63,319  62,778  42,474  59,210  233,233  245,636  Consolidated NOI $ 146,410  $ 135,847  $ 148,977  $ 136,052  $ 151,853  $ 142,217  $ 101,459  $ 142,361  $ 548,699  $ 556,477  Non-segment/Corporate: Total revenues $ 89,170  $ 76,751  $ 86,947  $ 90,192  $ 113,768  $ 107,997  $ 80,080  $ 89,833  $ 369,965  $ 364,773  Property operating expenses 4,282 4,286  4,948 4,711  6,287 4,691  6,482 6,385  21,999 20,073  Consolidated NOI $ 84,888  $ 72,465  $ 81,999  $ 85,481  $ 107,481  $ 103,306  $ 73,598  $ 83,448  $ 347,966  $ 344,700  72 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI: QTD Pool YTD Pool SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total Consolidated properties 1,786 811 129 2,726 1,786 811 129 2,726 Unconsolidated properties 101 — 73 174 101 — 73 174 Total properties 1,887 811 202 2,900 1,887 811 202 2,900 Recent acquisitions and development conversions(1) (586) (312) (8) (906) (823) (359) (10) (1,192) Under development (43) — — (43) (43) — — (43) Under redevelopment(2) (2) (1) — (3) (2) (1) — (3) Current held for sale (13) (3) (82) (98) (13) (3) (82) (98) Land parcels, loans and leased properties (174) (34) (8) (216) (174) (34) (8) (216) Transitions(3) (185) (28) — (213) (185) (28) — (213) Other(4) (9) (2) — (11) (9) (2) — (11) Same store properties 875 431 104 1,410 638 384 102 1,124 (1) Acquisitions and development conversions will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters from acquisition or certificate of occupancy. (2) Redevelopment properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations post redevelopment completion. (3) Transitioned properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations with the new operator in place or under the new structure. (4) Represents properties that are either closed or being closed. 73 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools (in thousands): QTD Pool YTD Pool Three Months Ended Twelve Months Ended SSNOI Reconciliations: December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Seniors Housing Operating: Consolidated NOI $ 697,933  $ 430,689  $ 2,289,475  $ 1,511,681  NOI attributable to unconsolidated investments 20,092  23,282  80,568  90,812  NOI attributable to noncontrolling interests (13,355) (12,369) (52,056) (52,437) NOI attributable to non-same store properties (229,879) (51,765) (816,410) (315,376) Non-cash NOI attributable to same store properties (2,010) (1,963) (8,087) (9,233) Currency and ownership adjustments (1) (4,939) (594) (9,597) 524  SSNOI at Welltower Share 467,842  387,280  1,483,893  1,225,971  Triple-net: Consolidated NOI 374,089  185,032  1,163,813  748,049  NOI attributable to unconsolidated investments —  —  —  3,504  NOI attributable to noncontrolling interests (1,685) (5,314) (11,638) (29,387) NOI attributable to non-same store properties (201,500) (13,655) (568,349) (161,081) Non-cash NOI attributable to same store properties (18,722) (20,793) (62,473) (63,883) Currency and ownership adjustments (1) (1,580) 1,671  (404) 9,347  SSNOI at Welltower Share 150,602  146,941  520,949  506,549  Outpatient Medical: Consolidated NOI 101,459  142,361  548,699  556,477  NOI attributable to unconsolidated investments 4,249  4,099  16,681  17,244  NOI attributable to noncontrolling interests (1,846) (2,491) (9,721) (9,898) NOI attributable to non-same store properties (77,845) (118,040) (465,620) (472,367) Non-cash NOI attributable to same store properties (2,239) (2,706) (6,743) (10,145) Currency and ownership adjustments (1) —  —  2  (66) SSNOI at Welltower Share 23,778  23,223  83,298  81,245  SSNOI at Welltower Share: Seniors Housing Operating 467,842  387,280  1,483,893  1,225,971  Triple-net 150,602  146,941  520,949  506,549  Outpatient Medical 23,778  23,223  83,298  81,245  Total $ 642,222  $ 557,444  $ 2,088,140  $ 1,813,765  (1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.43 and to translate U.K. properties at a GBP/USD rate of 1.23. 74 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands. Year Ended December 31, Adjusted EBITDA Reconciliation: 2025 2024 2023 Net income (loss) $ 961,837  $ 972,857  $ 358,139  Interest expense 651,955  574,261  607,846  Income tax expense (benefit) (7,116) 2,700  6,364  Depreciation and amortization 2,084,868  1,632,093  1,401,101  EBITDA 3,691,544  3,181,911  2,373,450  Loss (income) from unconsolidated entities 14,297  496  53,442  Stock-based compensation expense 1,555,858  74,482  36,611  Loss (gain) on extinguishment of debt, net 9,245  2,130  7  Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (1,449,043) (451,611) (67,898) Impairment of assets 121,283  92,793  36,097  Provision for loan losses, net (9,416) 10,125  9,809  Loss (gain) on derivatives and financial instruments, net 22,407  (27,887) (2,120) Other expenses 201,201  117,459  108,341  Lease termination and leasehold interest adjustment (1) —  —  (65,485) Casualty losses, net of recoveries 11,367  12,261  10,107  Other impairment, net (2) 604  139,652  16,642  Adjusted EBITDA $ 4,169,347  $ 3,151,811  $ 2,509,003  Adjusted Interest Coverage Ratio: Interest expense $ 651,955  $ 574,261  $ 607,846  Capitalized interest 33,799  58,115  50,699  Non-cash interest expense (51,629) (42,388) (23,494) Total interest 634,125  589,988  635,051  EBITDA $ 3,691,544  $ 3,181,911  $ 2,373,450  Interest coverage ratio 5.82x 5.39x 3.74x Adjusted EBITDA $ 4,169,347  $ 3,151,811  $ 2,509,003  Adjusted interest coverage ratio 6.57x 5.34x 3.95x Adjusted Fixed Charge Coverage Ratio: Total interest $ 634,125  $ 589,988  $ 635,051  Secured financing principal amortization 64,408  47,329  54,076  Total fixed charges 698,533  637,317  689,127  EBITDA $ 3,691,544  $ 3,181,911  $ 2,373,450  Fixed charge coverage ratio 5.28x 4.99x 3.44x Adjusted EBITDA $ 4,169,347  $ 3,151,811  $ 2,509,003  Adjusted fixed charge coverage ratio 5.97x 4.95x 3.64x (1) Primarily relates to the derecognition of leasehold interests and the gain recognized in other income. (2) Represents the write-off of straight-line rent receivable and unamortized lease incentive balances relating to leases placed on cash recognition. 75 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Our leverage ratios include book capitalization, undepreciated book capitalization and enterprise value. Book capitalization represents the sum of net debt (defined as total long-term debt excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price. Year Ended December 31, 2025 2024 2023 Book capitalization: Unsecured credit facility and commercial paper $ —  $ —  $ —  Long-term debt obligations(1) 19,737,446  15,608,294  15,815,226  Cash and cash equivalents and restricted cash (5,209,539) (3,711,457) (2,076,083) Total net debt 14,527,907  11,896,837  13,739,143  Total equity and noncontrolling interests(2) 43,202,939  32,572,586  26,371,727  Book capitalization $ 57,730,846  $ 44,469,423  $ 40,110,870  Net debt to book capitalization ratio 25.2  % 26.8  % 34.3  % Undepreciated book capitalization: Total net debt $ 14,527,907  $ 11,896,837  $ 13,739,143  Accumulated depreciation and amortization 10,350,621  10,626,263  9,274,814  Total equity and noncontrolling interests(2) 43,202,939  32,572,586  26,371,727  Undepreciated book capitalization $ 68,081,467  $ 55,095,686  $ 49,385,684  Net debt to undepreciated book capitalization ratio 21.3  % 21.6  % 27.8  % Enterprise value: Common shares outstanding 696,507  635,289  564,241  Period end share price $ 185.61  $ 126.03  $ 90.17  Common equity market capitalization $ 129,278,664  $ 80,065,473  $ 50,877,611  Total net debt 14,527,907  11,896,837  13,739,143  Noncontrolling interests(2) 1,073,441  616,378  967,351  Consolidated enterprise value $ 144,880,012  $ 92,578,688  $ 65,584,105  Net debt to consolidated enterprise value ratio 10.0  % 12.9  % 20.9  % (1) Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to ASC 842 are excluded. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if: •the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and •the impact of the estimates and assumptions on financial condition or operating performance is material. Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us. 76 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table presents information about our critical accounting policies and estimates: Nature of Critical Accounting Estimate Assumptions/Approach Used Impairment of Real Property Owned and Investments in Unconsolidated Entities Assessing impairment of real property owned and investments in unconsolidated entities involves subjectivity in determining if indicators of impairment are present and in estimating the future undiscounted cash flows or estimated fair value of an asset. The evaluation of indicators of impairment is dependent on a number of factors, including when there is an unfavorable change in the operating performance of the property, a change in management’s intent to hold and operate the property or a change in the property’s use. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates, all of which are affected by our expectations of future market or economic conditions. These inputs can have a significant impact on the undiscounted cash flows. The evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management’s investment strategy. When required, we estimate the fair value of an investment and, if such fair value is lower than carrying value, assess whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. These inputs can have a significant impact on the calculation of the fair value of the investment. Quarterly, we review our real property owned on a property by property basis to determine if facts and circumstances suggest the property may be impaired. These indicators may include expected operational performance, the tenant’s ability to make rent payments, a change in management’s intent to hold and operate the property and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, an undiscounted cash flow analysis will be prepared to determine if the value of the property will be recoverable. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value. The analysis requires us to use judgment in determining whether indicators of impairment exist and to estimate the expected future undiscounted cash flows or estimated fair values of the property. Properties that meet the held for sale criteria are recorded at the lesser of the fair value less costs to sell or carrying value. We also evaluate investments in unconsolidated entities for indicators of impairment and, when present, record impairment charges based on a comparison of the estimated fair value of the equity method investment to its carrying value if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. At December 31, 2025, our net real property owned was approximately $53,423,291,000 and investments in unconsolidated entities totaled $1,809,590,000. During the year ended December 31, 2025, we recorded impairment charges of $121,283,000 related to 10 Seniors Housing Operating properties, eight Triple-net properties and four Outpatient Medical properties. No impairment losses related to investments in unconsolidated entities were recorded during the year ended December 31, 2025. 77 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of Critical Accounting Estimate Assumptions/Approach Used Real Estate Acquisitions Most of our real estate acquisitions are considered asset acquisitions for which we record the related real estate acquired (tangible assets and identifiable intangible assets and liabilities) at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. Tangible assets consist primarily of land, building and improvements. Identifiable intangible assets and liabilities primarily consist of the above or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with respect to that tenant. For real estate acquisitions accounted for as business combinations, we allocate the acquisition consideration to the assets acquired, liabilities assumed and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. In determining the fair values that drive the recorded tangible assets and identifiable intangible assets and liabilities, we estimate the fair value of each component of the real estate acquired, which generally includes land, buildings and improvements, the above or below market component of in-place leases and the value of in-place leases using a number of sources including independent appraisals, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data. Significant assumptions used to determine such fair values include comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, all of which can be impacted by expectations about future market or economic conditions. Our estimates of the values of these components affect the amount of depreciation and amortization we record over the estimated useful life of the property or the term of the lease and the amount of goodwill recognized in an acquisition accounted for as a business combination. During the year ended December 31, 2025, we disbursed $13,913,975,000 of net cash related to real estate asset acquisitions and business combinations. Principles of Consolidation The consolidated financial statements include our accounts, the accounts of our wholly-owned subsidiaries and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests. In addition, we consolidate those entities deemed to be variable interest entities (“VIEs”) in which we are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation. We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, our ability to direct the activities that most significantly impact the entity’s economic performance, our form of ownership interest, our representation on the entity’s governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary. 78 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of Critical Accounting Estimate Assumptions/Approach Used Stock Based Compensation The recognition of stock based compensation expense for equity awards including stock options, restricted stock units and performance-based awards is based on the grant date fair value of the awards and is recognized over the requisite service period. Stock-based compensation requires management to make significant judgments and estimates used in (i) determining the fair value of awards at grant date and (ii) estimating the amount of expense to recognize over the service period. Certain of the Executive & Key Employee LTIP Unit Awards have market conditions that determine the number of LTIP units earned by the executive officers and key employees at the end of the measurement period. The Executive & Key Employee LTIP Unit Awards also have certain service conditions that affect the timing of the employees’ ability to redeem the LTIP units for common shares. We estimated the fair value of the Executive & Key Employee LTIP Unit Awards using a Monte Carlo valuation model, which incorporates various inputs and assumptions, including the risk-free rate, the grant date common share price, expected dividend yield and common share price volatility, as well as the expected volatility of comparative indices used in the measurement of award achievement. We recognized $1,556,732,000 in stock-based compensation expense during the year ended December 31, 2025, of which $1,408,672,000 was related to the Executive & Key Employee LTIP Unit Awards. Allowance for Credit Losses on Loans Receivable The allowance for credit losses is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments.  We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. During the year ended December 31, 2025, we recognized provision for loan losses of $(9,416,000), which includes changes in the reserve based on our historical loss experience.