Welltower (WELL) 10-K risk factor changes: FY2024 vs FY2023

- investments in and acquisitions of [removed: health care] [added: healthcare] and seniors housing properties;

- operational and legal risks with respect to our [removed: properties managed in RIDEA structures;][added: properties;]

- the impacts of severe cold and flu seasons or other widespread illnesses [added: or public health crises and government reaction thereto,] on occupancy;

- controls imposed on certain of our tenants who provide [removed: health care] [added: healthcare] services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay;

- our operators’ or tenants’ failure to comply with federal, state, province, [removed: local,] [added: local] and industry-regulated licensure, certification and inspection laws, [removed: regulations,] [added: regulations] and standards;

- [removed: ESG-related] [added: Sustainability-related laws, regulations,] commitments and [added: stakeholder] expectations;

- [removed: increases in] [added: elevating or increasing] interest rates.

- special requirements applicable to the lease of qualified [removed: health care] [added: healthcare] properties to a taxable REIT subsidiary;

- the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of [removed: 2022.][added: 2022 and the proposed regulations thereunder.]

Our investments in and acquisitions of [removed: health care] [added: healthcare] and seniors housing properties may be unsuccessful or fail to meet our expectations

We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent [removed: liabilities,] [added: liabilities] and acquired properties might require significant management attention that would otherwise be devoted to our ongoing [removed: business.][added: business, including, in each case, as a result of downturns in local economies, changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties or regional climate events.]

Investments in and acquisitions of seniors housing and [removed: health care] [added: healthcare] properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations.

[removed: Health care] [added: Healthcare] properties are often highly customizable, and the development or redevelopment of such properties may require costly tenant-specific improvements.

Acquired properties may be located in new markets, either within or outside the [removed: United States,] [added: U.S.,] where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional [removed: office] [added: office, hiring] and [added: retaining key personnel and] unfamiliarity with local governmental and permitting procedures.

These risks may be exacerbated by the volume and complexity of such activity, as well as [added: by] geopolitical tension or instability, [added: political and social conditions,] inflationary pressures, interest rate [removed: fluctuations] [added: fluctuations, climate] and [added: weather-related risks and] supply chain disruptions.

As a result, if a liability were asserted against us based [removed: upon] [added: on] ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.

Unknown liabilities with respect to acquired properties might [removed: include:] [added: include, among others:] liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors and others indemnified by the former owners of the properties.

In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective [removed: dispositions] [added: dispositions,] in a timely manner.

We face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, [added: developers,] partnerships and individual investors.

In addition, [added: the] limited development [added: occurring] during the COVID-19 pandemic [removed: has reduced] [added: continues to depress] the number of new properties [removed: becoming] available.

This competition may adversely affect us by subjecting us to the following risks: we may be unable to acquire a desired property because of competition from other well-capitalized real estate [removed: investors] [added: investors, some of whom may have greater financial resources and lower costs of capital,] and, even if we are able to acquire a desired property, competition from other [removed: real estate investors] [added: potential acquirers] may significantly increase the purchase price.

Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their [removed: obligations,] [added: obligations] and disputes between us and our partners

[removed: Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any] time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent contrary to our instructions or requests; [added: our joint venture partners may have competing interests in our markets that could create conflicts of interests;] and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status.

On the other hand, our ability to transfer our interest in a joint venture to a third party may be restricted [added: at a time when we would otherwise prefer to sell it,] and the market for [removed: our] [added: such] interest may be limited and/or valued lower than fair market value.

[removed: We] [added: In addition, we] have entered into [removed: various] joint ventures [added: with respect to certain of our properties] that were structured under the provisions of RIDEA, which permits REITs to [removed: own or partially own “qualified health care properties” in a structure through which we can] participate directly in the cash flow of [removed: the properties’ operations] [added: “qualified healthcare properties”] (as compared to receiving only contractual rent [removed: payments) in compliance] [added: payments), but requires them to rely on an operator to manage and operate the property, including complying] with [removed: REIT requirements.][added: laws and providing resident care.]

However, as the owner of the property under a RIDEA structure, we are responsible [removed: for] [added: for, and our financial performance is impacted by,] operational and legal risks and liabilities of the property, [removed: including,] [added: including] those [removed: relating to employment matters of our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, data privacy and security laws, compliance with federal, state, local and industry-related licensure, certification and inspection laws, regulations, and standards, and litigation involving our properties or residents/patients,] [added: described above,] even though we have limited ability to control or influence our operators’ management of these risks.

[removed: Penalties] [added: For example, in cases where our taxable REIT subsidiary (“TRS”) is required to hold a healthcare license and enroll in a government healthcare program (e.g., Medicare or Medicaid), penalties] for failure to comply with applicable [added: healthcare] laws may include loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government [removed: health care programs (e.g., Medicare and Medicaid),] [added: healthcare programs,] administrative sanctions and civil monetary penalties.

Although we have some general oversight approval rights and the right to review operational and financial reporting [removed: information,] [added: information with respect to] our [removed: operators] [added: properties, our operators, managers and tenants] are [added: ultimately in control of the day-to-day business of the property, including clinical decision-making.]

We are exposed to operational [added: and legal] risks with respect to our [removed: Seniors Housing Operating] properties that could adversely affect our revenue and operations

[removed: These] [added: As a result, we face operational] risks [removed: include] [added: related to, among other things,] fluctuations in occupancy experienced during the normal course of [removed: business,] [added: business;] Medicare and Medicaid reimbursement, if [removed: applicable,] [added: applicable] and private pay rates; economic conditions; [removed: the availability] [added: labor] and [added: employment matters (including] increases in the cost of labor [removed: (as a result of unionization] [added: for us] or [removed: otherwise);] [added: our operators or tenants);] competition; [added: compliance with] federal, state, [removed: local,] [added: local] and industry-regulated licensure, [removed: certification] [added: certification, inspection, fraud] and [removed: inspection] [added: abuse, reimbursement, data privacy, cybersecurity and other] laws, [removed: regulations,] [added: regulations] and [removed: standards;] [added: standards, as applicable;] the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and [removed: federal and state housing laws and regulations.][added: litigation involving our properties or]

The failure to replace [added: a manager] on a timely [added: or successful] basis, as well as the failure to receive [removed: these] [added: required] approvals, [removed: either at all or in a timely manner,] could have an adverse effect on the properties and our revenue.

Our operators’ and tenants' revenues are primarily driven by occupancy, private pay [removed: rates,] [added: rates] and Medicare and Medicaid reimbursement, if applicable.

A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, increased wages offered by other [removed: employers,] [added: employers] and government regulations.

In [removed: many] [added: some] geographic [removed: areas] [added: areas,] the scarcity of specialized medical personnel, experienced senior care professionals and other workers has been [removed: a significant] [added: an] operating issue affecting a wide range of healthcare providers and senior care and housing facilities.

[removed: Continued labor] [added: Labor] shortages or cost inflation may impact our operators' and tenants' abilities to comply with minimum staffing requirements under applicable federal and state regulations.

The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other [removed: health care] [added: healthcare] providers that provide comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, [removed: reputation] [added: clinical conditions] and [added: safety, including as a result of any widespread illness or epidemic, consumer confidence in and public perception about such healthcare services and] financial condition, physical appearance of the properties, [removed: price,] [added: price] and location.

In addition, in light of labor shortages for medical and non-medical workers in many geographic areas, our operators and tenants [added: may] increasingly compete to attract qualified and experienced [removed: employees.]

Our operators and managers [removed: are expected to] [added: could] encounter increased competition in the future that could limit their ability to attract residents and employees or expand their businesses.

A severe cold and flu season, epidemics or any other widespread illnesses [added: or public health crisis and government reaction thereto,] could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties

Our business and operations are exposed to risks [removed: from COVID-19,] [added: from,] severe cold and flu seasons or the occurrence of other epidemics, [removed: pandemics or other] [added: pandemics,] widespread [removed: illnesses.][added: illnesses or public health crises, as occurred during the height of the COVID-19 pandemic.]

Investing in our common stock involves a high degree of risk.

You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation" and our consolidated financial statements and the related notes, before making an investment decision.

The risks described below are not the only risks or uncertainties we face.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations.

In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment.

Additionally, while some of the factors, events and contingencies described herein may have occurred in the past, the disclosures herein are not representations as to whether or not they have occurred, and are instead provided because future occurrences thereof could adversely affect Welltower.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest rates may amplify many of the risks discussed below to which we are subject.

The extent of the impact of macroeconomic and geopolitical developments, including public health crises, on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.

- our ability to replace our managers on a timely and successful basis;

- unfavorable resolution of pending and future litigation matters and disputes;

- our approach to AI;

- negative publicity regarding the healthcare industry;

residents/patients.

If these or other operational or legal risks occur with respect to our properties, our business could suffer and our financial position, results of operations or cash flows may be materially affected.

Revenues from government reimbursement have, and are expected to continue to, come under pressure due to reimbursement cuts and state budget shortfalls and changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies may result in reductions in our operators’ or tenants’ revenues and affect our operators’ and tenants’ ability to meet their obligations to us.

In addition, geopolitical tensions or conflicts, such as the ongoing conflicts between Russia and Ukraine and in the Middle East, economic downturns, elevated inflation and interest rates, natural disasters, weather events, terrorist attacks, epidemics or other outbreaks of disease, political or social unrest or violence, or similar events, globally or in any of our markets, could adversely affect our operators’ and tenants' revenues, which would in turn affect our results of operations.

For example, California SB-525, which became effective in June 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages.

employees.

Such expenditures may result in significant costs and negatively affect our results of operations, including as a result of volatility in the price of construction materials or labor.

Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any

Although we have the right to terminate any of our management agreements, whether upon the occurrence of certain events or for no cause, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective.

A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or

Also, we may not be able to require

For example, the U.S. flood insurance market has been influenced by, among other things, the increasing occurrence of flood events and the introduction of a new governmental risk rating system, resulting in significant changes in the availability and affordability of coverage.

Moreover, the rise in outsized jury verdicts and/or intensifying natural disasters could threaten policy limits and/or sub-limits, which may result in the exhaustion of available insurance coverage for the remainder of the policy year.

If the operations, cash flows

government requirements concerning wage and hour claims and fair housing complaints, as well as class action lawsuits related to staffing and care.

These macroeconomic trends have been, and may continue to be, exacerbated by supply chain disruptions, fluctuations in interest rates, the conflicts between Russia and Ukraine and in the Middle East and other international and domestic events impacting the macroeconomic environment.

For example, in 2024, various parts of the U.S. and our portfolio were impacted by Hurricanes Beryl, Debby, Helene and Milton, as well as from wildfires in a number of geographies, among other events, including one of our properties which suffered severe damage.

Intensifying natural disasters, climate change and extreme weather events, coupled with the current economic climate, have directly affected the availability of insurance premiums, deductibles and the capacity insurers are willing to underwrite.

Weather events also have indirect effects on our business by increasing the cost of energy and maintenance at our properties.

condition or results of operations may be adversely affected.

The cybersecurity threat landscape is rapidly evolving and threat actors may leverage new and evolving technologies, such as AI, previously unknown vulnerabilities to perpetrate attacks, as well as sophisticated anti-forensics techniques to evade detection.

Additionally, the use of AI by us or our business partners may create new cybersecurity vulnerabilities, including those which may not be recognized at the time, and malicious actors may employ AI to aid in launching more sophisticated and effective cybersecurity incidents.

We maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our cybersecurity and information technology infrastructure.

However, our insurance coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.

We are subject to continuously evolving and developing laws and regulations in the U.S. and abroad that concern data privacy and protection, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data, which have required or may require us to incur additional expenses and may expose us to additional risks.

Such laws may be

The adoption of further regulations or changes in investor preferences related to sustainability and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures.

- Seniors Housing Operating properties operational risks;

- our ability to terminate our management agreements with Seniors Housing Operating managers;

- our ability to timely reinvest our sale proceeds on terms acceptable to us;

- any adverse developments in the business or financial condition of Sunrise and Integra;

- any failure, inability or unwillingness by Integra to satisfy obligations under their agreements with us;

- the tax imposed on any net income from "prohibited transactions";

Such expenditures may negatively affect our results of operations.

We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations and financial condition

A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients.

Under a RIDEA structure, we are required to rely on our operator to manage and operate the property, including complying with laws and providing resident care.

Further, our taxable REIT subsidiary (“TRS”) is generally required to hold the applicable health care license and enroll in the applicable government health care programs (e.g., Medicare and Medicaid), which subjects us to potential liability under various health care laws.

ultimately in control of the day-to-day business of the property, including clinical decision-making, and we rely on them to operate the properties in a manner that complies with applicable law.

We are exposed to various operational risks with respect to our Seniors Housing Operating properties that may increase our costs or adversely affect our ability to generate revenues.

We have the ability to terminate any of our management agreements upon the occurrence of certain events such as insolvency relating to such manager, and in some cases, upon the failure to meet specific NOI targets without curing (to the extent there is an ability to cure).

In addition, many of our management agreements are terminable by us for no cause upon a reasonable notice period and in some cases, upon payment of a termination fee.

We regularly monitor and review our rights and remedies under our management agreements.

When determining if we will take significant action under those agreements, including terminating a manager, we consider numerous legal, contractual, regulatory, business and other relevant factors.

In exercising our rights to terminate or not renew a management agreement, we would work with our existing seniors housing operators or potentially new operators to manage the properties; however, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective.

Revenues from government reimbursement have, and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls.

In addition, we expect that there will continue to be a more than adequate inventory of seniors housing facilities.

The properties managed by Sunrise account for a significant portion of our revenues and net operating income and any adverse developments in its business or financial condition could adversely affect us

As of December 31, 2023, Sunrise managed 88 of our Seniors Housing Operating properties.

These properties account for a significant portion of our revenues and net operating income.

Under our management agreements, we rely on Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage

our Seniors Housing Operating properties efficiently and effectively.

We also rely on Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations.

Any adverse developments in Sunrise’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business, results of operations, and financial condition.

For example, we depend on Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our Seniors Housing Operating properties.

A shortage of nurses or other trained personnel or general inflationary pressures may force Sunrise to enhance its pay and benefits packages to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents.

Any increase in labor costs and other property operating expenses, any failure by Sunrise to attract and retain qualified personnel, or significant changes in Sunrise’s senior management or equity ownership could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us.

Also, if Sunrise experiences any significant financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and financial condition.

If we determine to sell or transition properties currently managed by Sunrise, we may experience operational challenges and/or significantly declining financial performance for those properties.

We depend on Integra for a significant portion of our revenues and any failure, inability or unwillingness by them to satisfy obligations under their agreements with us could adversely affect us

As of December 31, 2023, we lease 147 properties to Integra under a triple-net master lease, which account for a significant portion of our revenues.

Integra subleases these properties to various regional operators who manage the property operations.

We depend on Integra to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties.

We cannot assure you that Integra will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their respective obligations under our lease, and any failure, inability or unwillingness by Integra to do so could have an adverse effect on our business, results of operations and financial condition.

Integra has also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with the facilities, and we cannot assure you that Integra will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

Integra's failure to effectively oversee the operations of their subtenants or their obligation to maintain and improve our properties could adversely affect the subtenant operators' business reputations and the subtenant operators' ability to attract and retain patients and residents in our properties, which in turn, could adversely affect our business, results of operations and financial condition.

Our competitors may offer

| | | | | | | [removed: | | | 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | | | | | [removed: 2021] [added: 2022] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | Rental income | | | | | | $ | [removed: 741,322] [added: 792,981] | | | | | $ | [removed: 669,457] [added: 741,322] | | | | | $ | [removed: 71,865] [added: 51,659] | | | | | [removed: 11] [added: 7] | | % | | | | $ | [removed: 613,254] [added: 669,457] | | | | | $ | [removed: 56,203] [added: 71,865] | | | | | [removed: 9] [added: 11] | | % | | | | $ | [removed: 128,068] [added: 123,524] | | | | | [removed: 21] [added: 18] | | % |

| | | | Other income | | | | | | [removed: 9,167] [added: 9,132] | | | | | | [removed: 8,998] [added: 9,167] | | | | | | [removed: 169] [added: (35)] | | | | | | [removed: 2] [added: —] | | % | | | | [removed: 13,243] [added: 8,998] | | | | | | [removed: (4,245)] [added: 169] | | | | | | [removed: \-32] [added: 2] | | % | | | | [removed: (4,076)] [added: 134] | | | | | | [removed: \-31] [added: 1] | | % |

| Property operating expenses | | | | | | | | | [removed: 231,956] [added: 245,636] | | | | | | [removed: 205,997] [added: 231,956] | | | | | | [removed: 25,959] [added: 13,680] | | | | | | [removed: 13] [added: 6] | | % | | | | [removed: 186,939] [added: 205,997] | | | | | | [removed: 19,058] [added: 25,959] | | | | | | [removed: 10] [added: 13] | | % | | | | [removed: 45,017] [added: 39,639] | | | | | | [removed: 24] [added: 19] | | % |

| | | | Depreciation and amortization | | | | | | [removed: 263,302] [added: 266,147] | | | | | | [removed: 239,681] [added: 263,302] | | | | | | [removed: 23,621] [added: 2,845] | | | | | | [removed: 10] [added: 1] | | % | | | | [removed: 223,302] [added: 239,681] | | | | | | [removed: 16,379] [added: 23,621] | | | | | | [removed: 7] [added: 10] | | % | | | | [removed: 40,000] [added: 26,466] | | | | | | [removed: 18] [added: 11] | | % |

| | | | Interest expense | | | | | | [removed: 10,543] [added: 1,150] | | | | | | [removed: 18,078] [added: 10,543] | | | | | | [removed: (7,535)] [added: (9,393)] | | | | | | [removed: \-42] [added: \-89] | | % | | | | [removed: 17,506] [added: 18,078] | | | | | | [removed: 572] [added: (7,535)] | | | | | | [removed: 3] [added: \-42] | | % | | | | [removed: (6,963)] [added: (16,928)] | | | | | | [removed: \-40] [added: \-94] | | % |

| [removed: | | |] Loss (gain) on extinguishment of debt, net | | | | | | [removed: 7] [added: —] | | | | | | [removed: 15] [added: —] | | | | | | [removed: (8)] [added: —] | | | | | | [removed: \-53] [added: n/a] | | [removed: %] | | | | [removed: (4)] [added: 80] | | | | | | [removed: 19] [added: (80)] | | | | | | [removed: 475] [added: \-100] | | % | | | | [removed: 11] [added: (80)] | | | | | | [removed: 275] [added: \-100] | | % |

| [removed: | | |] Provision for loan losses, net | | | | | | [removed: 264] [added: —] | | | | | | [removed: (8)] [added: 297] | | | | | | [removed: 272] [added: (297)] | | | | | | [removed: n/a] [added: \-100] | | [added: %] | | | | [removed: (3,463)] [added: —] | | | | | | [removed: 3,455] [added: 297] | | | | | | [removed: 100] [added: n/a] | | [removed: %] | | | | [removed: 3,727] [added: —] | | | | | | [removed: 108] [added: n/a] | | [removed: %] |

| | | | Impairment of assets | | | | | | [removed: —] [added: 1,571] | | | | | | [removed: 761] [added: —] | | | | | | [removed: (761)] [added: 1,571] | | | | | | [removed: \-100] [added: n/a] | | [removed: %] | | | | [removed: 2,211] [added: 761] | | | | | | [removed: (1,450)] [added: (761)] | | | | | | [removed: \-66] [added: \-100] | | % | | | | [removed: (2,211)] [added: 810] | | | | | | [removed: \-100] [added: 106] | | % |

| | | | Other expenses | | | | | | [removed: 2,289] [added: 648] | | | | | | [removed: 2,537] [added: 2,289] | | | | | | [removed: (248)] [added: (1,641)] | | | | | | [removed: \-10] [added: \-72] | | % | | | | [removed: 2,523] [added: 2,537] | | | | | | [removed: 14] [added: (248)] | | | | | | [removed: 1] [added: \-10] | | % | | | | [removed: (234)] [added: (1,889)] | | | | | | [removed: \-9] [added: \-74] | | % |

| Income (loss) from continuing operations before income taxes and other item | | | | | | | | | [removed: 242,794] [added: 286,961] | | | | | | [removed: 211,696] [added: 242,392] | | | | | | [removed: 31,098] [added: 44,569] | | | | | | [removed: 15] [added: 18] | | % | | | | [removed: 206,275] [added: 211,386] | | | | | | [removed: 5,421] [added: 31,006] | | | | | | [removed: 3] [added: 15] | | % | | | | [removed: 36,519] [added: 75,575] | | | | | | [removed: 18] [added: 36] | | % |

| Gain (loss) on real estate [removed: dispositions,] [added: dispositions and acquisitions of controlling interests,] net | | | | | | | | | [removed: (651)] [added: 8,076] | | | | | | [removed: (6,399)] [added: (651)] | | | | | | [removed: 5,748] [added: 8,727] | | | | | | [removed: 90] [added: n/a] | | [removed: %] | | | | [removed: 93,348] [added: (6,399)] | | | | | | [removed: (99,747)] [added: 5,748] | | | | | | [removed: \-107] [added: 90] | | % | | | | [removed: (93,999)] [added: 14,475] | | | | | | [removed: \-101] [added: 226] | | % |

Rental income [removed: has] increased due primarily to acquisitions and construction conversions that occurred during [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2023,] [added: 2024,] our consolidated Outpatient Medical portfolio signed [removed: 512,694] [added: 384,643] square feet of new leases and [removed: 2,255,492] [added: 1,992,131] square feet of renewals.

The [removed: weighted-average] [added: weighted average] term of these leases was [removed: seven] [added: eight] years, with a rate of [removed: $37.52] [added: $42.22] per square foot and tenant improvement and lease commission costs of [removed: $28.00] [added: $30.50] per square foot.

Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from [removed: 1.0%] [added: 2.0%] to [removed: 28.0%.][added: 6.5%.]

The [removed: fluctuation] [added: fluctuations] in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | |

(1) Relates to [removed: 377] [added: 660] properties for the QTD Pool and [removed: 366] [added: 545] properties for the YTD Pool.

During the year ended December 31, [removed: 2023, no] [added: 2024, we recorded an] impairment charge [removed: was recorded.][added: of $1,571,000 related to one property.]

Changes in [added: the] gains/losses on sales of properties are related to [added: the] volume [added: and timing] of property sales and the sales [removed: prices.][added: prices, which are further discussed in Note 5 to our consolidated financial statements.]

During the year ended December 31, [removed: 2023,] [added: 2024,] we completed [removed: four Outpatient Medical] construction conversions representing [removed: $190,770,000] [added: $228,515,000] or [removed: $582] [added: $1,563] per square foot.

The following is a summary of our consolidated Outpatient Medical construction projects in process, excluding [removed: expansions] [added: expansions, overhead and capitalized interest] (dollars in thousands):

| [removed: As of] [added: | | | | | |] December 31, [added: 2024 | | | | | | December 31,] 2023 | | | | | | [added: $] | | | | | | [added: %] | | | | | | [added: December 31, 2024] | | | | | | [added: December 31, 2023] | | | [added: | | | $ | | | | | | % | | |]

The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, [added: fluctuations in interest rates,] extinguishments and principal amortizations.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Beginning balance | | | | | | $ | [removed: 388,836] [added: 229,137] | | | | | $ | [removed: 530,254] [added: 388,836] | | | | | $ | [removed: 548,229] [added: 530,254] | |

| Debt assumed | | | | | | [removed: 46,741] [added: —] | | | [removed: —] | | | [removed: —] [added: 46,741] | | | | | | — | | |

| Debt extinguished | | | | | | [removed: (200,955)] [added: (137,011)] | | | | | | [removed: (131,582)] [added: (200,955)] | | | | | | [removed: (7,670)] [added: (131,582)] | | |

| Principal payments | | | | | | [removed: (5,485)] [added: (3,038)] | | | | | | [removed: (9,836)] [added: (5,485)] | | | | | | [removed: (10,305)] [added: (9,836)] | | |

| Ending balance | | | | | | $ | [removed: 229,137] [added: 89,088] | | | | | $ | [removed: 388,836] [added: 229,137] | | | | | $ | [removed: 530,254] [added: 388,836] | |

| Ending weighted average interest | | | | | | [removed: 5.42] [added: 4.19] | | % | | | | [removed: 4.38] [added: 5.42] | | % | | | | [removed: 3.49] [added: 4.38] | | % |

A portion of our Outpatient Medical [removed: properties] [added: property investments] were formed through partnerships.

| Property operating expenses | | | | | | | | | [removed: 18,118] [added: 20,073] | | | | | | [removed: 16,245] [added: 18,118] | | | | | | [removed: 1,873] [added: 1,955] | | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 8,817] [added: 16,245] | | | | | | [removed: 7,428] [added: 1,873] | | | | | | [removed: 84] [added: 12] | | % | | | | [removed: 9,301] [added: 3,828] | | | | | | [removed: 105] [added: 24] | | % |

| | | | Interest expense | | | | | | [removed: 540,859] [added: 523,244] | | | | | | [removed: 475,645] [added: 540,859] | | | | | | [removed: 65,214] [added: (17,615)] | | | | | | [removed: 14] [added: \-3] | | % | | | | [removed: 426,644] [added: 475,645] | | | | | | [removed: 49,001] [added: 65,214] | | | | | | [removed: 11] [added: 14] | | % | | | | [removed: 114,215] [added: 47,599] | | | | | | [removed: 27] [added: 10] | | % |

| [removed: | | |] General and administrative expenses | | | | | | [removed: 179,091 | | | | | | 150,390 | | | | | | 28,701 | | | | | | 19 | | % | | | | 126,727 | | | | | | 23,663 | | | | | | 19] [added: 235,491] | | [removed: %] | | | | [removed: 52,364] [added: 179,091] | | | | | | [removed: 41] [added: 150,390] | | [removed: %] |

| | | | Loss (gain) on extinguishments of debt, net | | | | | | [removed: —] [added: 419] | | | | | | [removed: 199] [added: —] | | | | | | [removed: (199)] [added: 419] | | | | | | [removed: \-100] [added: n/a] | | [removed: %] | | | | [removed: 52,506] [added: 199] | | | | | | [removed: (52,307)] [added: (199)] | | | | | | \-100 | | % | | | | [removed: (52,506)] [added: 220] | | | | | | [removed: \-100] [added: 111] | | % |

| Income tax [removed: (expense) benefit | | | | | | | | | (6,364) | | | | | | (7,247) | | | | | | 883 | | | | | | 12 | | % | | | | (8,713) | | | | | | 1,466] [added: expense (benefit)] | | | | | | [removed: 17] [added: 2,700] | | [removed: %] | | | | [removed: 2,349] [added: 6,364] | | | | | | [removed: 27] [added: 7,247] | | [removed: %] |

The increase in other income for the year ended December 31, [removed: 2023] [added: 2024] is primarily due to interest earned on deposits.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | | | | | [removed: 2021] [added: 2022] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

Seniors Housing Operating

The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (dollars in thousands):

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Resident fees and services | | | | | | $ | 6,027,149 | | | | | $ | 4,753,804 | | | | | $ | 1,273,345 | | | | | 27 | | % | | | | $ | 4,173,711 | | | | | $ | 580,093 | | | | | 14 | | % | | | | $ | 1,853,438 | | | | | 44 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income | | | | | | 8,312 | | | | | | 9,743 | | | | | | (1,431) | | | | | | \-15 | | % | | | | 63,839 | | | | | | (54,096) | | | | | | \-85 | | % | | | | (55,527) | | | | | | \-87 | | % |

| Total revenues | | | | | | 6,035,461 | | | | | | 4,763,547 | | | | | | 1,271,914 | | | | | | 27 | | % | | | | 4,237,550 | | | | | | 525,997 | | | | | | 12 | | % | | | | 1,797,911 | | | | | | 42 | | % |

| Property operating expenses | | | | | | 4,523,780 | | | | | | 3,655,508 | | | | | | 868,272 | | | | | | 24 | | % | | | | 3,292,045 | | | | | | 363,463 | | | | | | 11 | | % | | | | 1,231,735 | | | | | | 37 | | % |

| NOI(1) | | | | | | 1,511,681 | | | | | | 1,108,039 | | | | | | 403,642 | | | | | | 36 | | % | | | | 945,505 | | | | | | 162,534 | | | | | | 17 | | % | | | | 566,176 | | | | | | 60 | | % |

| Other expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Depreciation and amortization | | | | | | 1,107,116 | | | | | | 906,771 | | | | | | 200,345 | | | | | | 22 | | % | | | | 854,800 | | | | | | 51,971 | | | | | | 6 | | % | | | | 252,316 | | | | | | 30 | | % |

| Interest expense | | | | | | 42,949 | | | | | | 56,509 | | | | | | (13,560) | | | | | | \-24 | | % | | | | 34,833 | | | | | | 21,676 | | | | | | 62 | | % | | | | 8,116 | | | | | | 23 | | % |

| Loss (gain) on extinguishment of debt, net | | | | | | 1,711 | | | | | | — | | | | | | 1,711 | | | | | | n/a | | | | | | 386 | | | | | | (386) | | | | | | \-100 | | % | | | | 1,325 | | | | | | 343 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Impairment of assets | | | | | | 85,564 | | | | | | 24,999 | | | | | | 60,565 | | | | | | 242 | | % | | | | 13,146 | | | | | | 11,853 | | | | | | 90 | | % | | | | 72,418 | | | | | | 551 | | % |

| Other expenses | | | | | | 96,435 | | | | | | 96,972 | | | | | | (537) | | | | | | \-1 | | % | | | | 66,026 | | | | | | 30,946 | | | | | | 47 | | % | | | | 30,409 | | | | | | 46 | | % |

| | | | | | | 1,333,775 | | | | | | 1,085,251 | | | | | | 248,524 | | | | | | 23 | | % | | | | 969,191 | | | | | | 116,060 | | | | | | 12 | | % | | | | 364,584 | | | | | | 38 | | % |

| Income (loss) from continuing operations before income taxes and other items | | | | | | 177,906 | | | | | | 22,788 | | | | | | 155,118 | | | | | | 681 | | % | | | | (23,686) | | | | | | 46,474 | | | | | | 196 | | % | | | | 201,592 | | | | | | 851 | | % |

| Income (loss) from unconsolidated entities | | | | | | 1,376 | | | | | | (70,940) | | | | | | 72,316 | | | | | | 102 | | % | | | | (53,507) | | | | | | (17,433) | | | | | | \-33 | | % | | | | 54,883 | | | | | | 103 | | % |

| Gain (loss) on real estate dispositions and acquisitions of controlling interests, net | | | | | | 134,082 | | | | | | 68,290 | | | | | | 65,792 | | | | | | 96 | | % | | | | 5,794 | | | | | | 62,496 | | | | | | n/a | | | | | | 128,288 | | | | | | n/a | | |

| Income (loss) from continuing operations | | | | | | 313,364 | | | | | | 20,138 | | | | | | 293,226 | | | | | | n/a | | | | | | (71,399) | | | | | | 91,537 | | | | | | 128 | | % | | | | 384,763 | | | | | | 539 | | % |

| Net income (loss) | | | | | | 313,364 | | | | | | 20,138 | | | | | | 293,226 | | | | | | n/a | | | | | | (71,399) | | | | | | 91,537 | | | | | | 128 | | % | | | | 384,763 | | | | | | 539 | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | (2,694) | | | | | | (5,975) | | | | | | 3,281 | | | | | | 55 | | % | | | | (15,689) | | | | | | 9,714 | | | | | | 62 | | % | | | | 12,995 | | | | | | 83 | | % |

| Net income (loss) attributable to common stockholders | | | | | | $ | 316,058 | | | | | $ | 26,113 | | | | | $ | 289,945 | | | | | n/a | | | | | | $ | (55,710) | | | | | $ | 81,823 | | | | | 147 | | % | | | | $ | 371,768 | | | | | 667 | | % |

Resident fees and services revenue and property operating expenses for the year ended December 31, 2024 increased compared to the prior year primarily due to acquisitions, construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout the year.

Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during 2024.

Average occupancy is as follows:

| | | | | | | Three Months Ended(1) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | March 31, | | | | | | June 30, | | | | | | September 30, | | | | | | December 31, | | |

| 2023 | | | | | | 79.0% | | | | | | 79.6% | | | | | | 80.7% | | | | | | 82.2% | | |

| 2024 | | | | | | 82.5% | | | | | | 82.8% | | | | | | 83.8% | | | | | | 84.8% | | |

(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 (dollars in thousands):

| SSNOI(1) | | | | | | $ | 295,897 | | | | | $ | 238,547 | | | | | $ | 57,350 | | | | | 24.0 | | % | | | | $ | 977,345 | | | | | $ | 817,584 | | | | | $ | 159,761 | | | | | 19.5 | | % |

During the year ended December 31, 2024, we recorded impairment charges of $85,564,000 related to 18 properties.

During the year ended December 31, 2023, we recorded impairment charges of $24,999,000 related to seven 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 and operator transitions.

Changes in the gain 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.

| | | | Interest income | | | | | | 666 | | | | | | 302 | | | | | | 364 | | | | | | 121 | | % | | | | 8,792 | | | | | | (8,490) | | | | | | \-97 | | % | | | | (8,126) | | | | | | \-92 | | % |

| | | | Total revenues | | | | | | 751,155 | | | | | | 678,757 | | | | | | 72,398 | | | | | | 11 | | % | | | | 635,289 | | | | | | 43,468 | | | | | | 7 | | % | | | | 115,866 | | | | | | 18 | | % |

| | | | NOI(1) | | | | | | 519,199 | | | | | | 472,760 | | | | | | 46,439 | | | | | | 10 | | % | | | | 448,350 | | | | | | 24,410 | | | | | | 5 | | % | | | | 70,849 | | | | | | 16 | | % |

| | | | | | | | | | 276,405 | | | | | | 261,064 | | | | | | 15,341 | | | | | | 6 | | % | | | | 242,075 | | | | | | 18,989 | | | | | | 8 | | % | | | | 34,330 | | | | | | 14 | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | (307) | | | | | | (2,467) | | | | | | 2,160 | | | | | | 88 | | % | | | | (4,395) | | | | | | 1,928 | | | | | | 44 | | % | | | | 4,088 | | | | | | 93 | | % |

| Income (loss) from continuing operations | | | | | | | | | 241,836 | | | | | | 202,830 | | | | | | 39,006 | | | | | | 19 | | % | | | | 295,228 | | | | | | (92,398) | | | | | | \-31 | | % | | | | (53,392) | | | | | | \-18 | | % |

| Net income (loss) | | | | | | | | | 241,836 | | | | | | 202,830 | | | | | | 39,006 | | | | | | 19 | | % | | | | 295,228 | | | | | | (92,398) | | | | | | \-31 | | % | | | | (53,392) | | | | | | \-18 | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | 1,910 | | | | | | 7,180 | | | | | | (5,270) | | | | | | \-73 | | % | | | | 4,916 | | | | | | 2,264 | | | | | | 46 | | % | | | | (3,006) | | | | | | \-61 | | % |

| Net income (loss) attributable to common stockholders | | | | | | | | | $ | 239,926 | | | | | $ | 195,650 | | | | | $ | 44,276 | | | | | 23 | | % | | | | $ | 290,312 | | | | | $ | (94,662) | | | | | \-33 | | % | | | | $ | (50,386) | | | | | \-17 | | % |

| SSNOI(1) | | | | | | $ | 119,706 | | | | | $ | 115,180 | | | | | $ | 4,526 | | | | | 3.9 | | % | | | | $ | 451,959 | | | | | $ | 441,664 | | | | | $ | 10,295 | | | | | 2.3 | | % |

During the year ended December 31, 2022, we recognized an impairment charge of $761,000 related to one held for use property.

| 2024 | | | | | | 10 | | | | | | 788,925 | | | | | | $ | 277,333 | | | | | $ | 174,476 | |

| 2025 | | | | | | 2 | | | | | | 149,290 | | | | | | 93,663 | | | | | | 7,249 | | |

| TBD(1) | | | | | | 1 | | | | | | | | | | | | | | | | | | 33,369 | | |

| Total | | | | | | 13 | | | | | | | | | | | | | | | | | | $ | 215,094 | |

| | | | Other income | | | | | | $ | 69,868 | | | | | $ | 4,934 | | | | | $ | 64,934 | | | | | n/a | | | | | | $ | 2,992 | | | | | $ | 1,942 | | | | | 65 | | % | | | | $ | 66,876 | | | | | n/a | | |

| | | | Total revenues | | | | | | 69,868 | | | | | | 4,934 | | | | | | 64,934 | | | | | | n/a | | | | | | 2,992 | | | | | | 1,942 | | | | | | 65 | | % | | | | 66,876 | | | | | | n/a | | |

| | | | NOI(1) | | | | | | 51,750 | | | | | | (11,311) | | | | | | 63,061 | | | | | | 558 | | % | | | | (5,825) | | | | | | (5,486) | | | | | | \-94 | | % | | | | 57,575 | | | | | | 988 | | % |

| | | | Other expenses | | | | | | 4,020 | | | | | | 20,064 | | | | | | (16,044) | | | | | | \-80 | | % | | | | 7,895 | | | | | | 12,169 | | | | | | 154 | | % | | | | (3,875) | | | | | | \-49 | | % |

| | | | Total expenses | | | | | | 723,970 | | | | | | 646,298 | | | | | | 77,672 | | | | | | 12 | | % | | | | 613,772 | | | | | | 32,526 | | | | | | 5 | | % | | | | 110,198 | | | | | | 18 | | % |

| Loss from continuing operations before income taxes and other items | | | | | | | | | (672,220) | | | | | | (657,609) | | | | | | (14,611) | | | | | | \-2 | | % | | | | (619,597) | | | | | | (38,012) | | | | | | \-6 | | % | | | | (52,623) | | | | | | \-8 | | % |

| Loss from continuing operations | | | | | | | | | (678,584) | | | | | | (664,856) | | | | | | (13,728) | | | | | | \-2 | | % | | | | (628,310) | | | | | | (36,546) | | | | | | \-6 | | % | | | | (50,274) | | | | | | \-8 | | % |

| Net income (loss) | | | | | | | | | (678,584) | | | | | | (664,856) | | | | | | (13,728) | | | | | | \-2 | | % | | | | (628,310) | | | | | | (36,546) | | | | | | \-6 | | % | | | | (50,274) | | | | | | \-8 | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | (1,172) | | | | | | (526) | | | | | | (646) | | | | | | \-123 | | % | | | | (4) | | | | | | (522) | | | | | | n/a | | | | | | (1,168) | | | | | | n/a | | |

| Net loss attributable to common stockholders | | | | | | | | | $ | (677,412) | | | | | $ | (664,330) | | | | | $ | (13,082) | | | | | \-2 | | % | | | | $ | (628,306) | | | | | $ | (36,024) | | | | | \-6 | | % | | | | $ | (49,106) | | | | | \-8 | | % |

Other expenses includes non-capitalizable legal expenses, including related to our umbrella partnership REIT reorganization during 2022.

Redeveloped properties (including major refurbishments of a Seniors Housing Operating property

| Seniors Housing Operating | | | | | | $ | 1,118,135 | | | | | $ | 953,372 | | | | | $ | 683,906 | |

| Triple-net | | | | | | 1,001,135 | | | | | | 887,024 | | | | | | 841,122 | | |

| Outpatient Medical | | | | | | 519,199 | | | | | | 472,760 | | | | | | 448,350 | | |

| Total revenues | | | $ | 1,136,681 | | | | | $ | 996,612 | | | | | $ | 1,164,439 | | | | | $ | 1,071,210 | | | | | $ | 1,203,899 | | | | | $ | 1,072,600 | | | | | $ | 1,268,624 | | | | | $ | 1,104,995 | | | | | $ | 4,773,643 | | | | | $ | 4,245,417 | |

| Consolidated NOI | | | $ | 252,897 | | | | | $ | 206,684 | | | | | $ | 279,252 | | | | | $ | 281,911 | | | | | $ | 284,909 | | | | | $ | 230,686 | | | | | $ | 301,077 | | | | | $ | 234,091 | | | | | $ | 1,118,135 | | | | | $ | 953,372 | |

| Total revenues | | | $ | 238,065 | | | | | $ | 235,163 | | | | | $ | 302,128 | | | | | $ | 234,360 | | | | | $ | 236,322 | | | | | $ | 228,819 | | | | | $ | 266,814 | | | | | $ | 233,165 | | | | | $ | 1,043,329 | | | | | $ | 931,507 | |

| Consolidated NOI | | | $ | 226,342 | | | | | $ | 223,952 | | | | | $ | 291,530 | | | | | $ | 222,869 | | | | | $ | 226,278 | | | | | $ | 217,324 | | | | | $ | 256,985 | | | | | $ | 222,879 | | | | | $ | 1,001,135 | | | | | $ | 887,024 | |

| Total revenues | | | $ | 184,831 | | | | | $ | 163,323 | | | | | $ | 186,192 | | | | | $ | 166,322 | | | | | $ | 191,958 | | | | | $ | 172,178 | | | | | $ | 188,174 | | | | | $ | 176,934 | | | | | $ | 751,155 | | | | | $ | 678,757 | |

| Consolidated NOI | | | $ | 126,466 | | | | | $ | 113,408 | | | | | $ | 127,495 | | | | | $ | 115,674 | | | | | $ | 129,754 | | | | | $ | 119,257 | | | | | $ | 135,484 | | | | | $ | 124,421 | | | | | $ | 519,199 | | | | | $ | 472,760 | |

| Corporate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 1,152 | | | | | $ | 606 | | | | | $ | 12,719 | | | | | $ | 644 | | | | | $ | 29,834 | | | | | $ | 247 | | | | | $ | 26,163 | | | | | $ | 3,437 | | | | | $ | 69,868 | | | | | $ | 4,934 | |

| Consolidated NOI | | | $ | (2,729) | | | | | $ | (2,009) | | | | | $ | 8,529 | | | | | $ | (2,001) | | | | | $ | 25,799 | | | | | $ | (5,603) | | | | | $ | 20,151 | | | | | $ | (1,698) | | | | | $ | 51,750 | | | | | $ | (11,311) | |

| Consolidated properties | | | | | | 918 | | | | | | 614 | | | | | | 369 | | | | | | 1,901 | | | | | | 918 | | | | | | 614 | | | | | | 369 | | | | | | 1,901 | | |

We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term [removed: fixed rate] [added: fixed-rate] borrowings to the extent possible.

These decisions are principally based on our policy to match our [removed: variable rate] [added: variable-rate] investments with comparable [removed: borrowings,] [added: borrowings] but are also based on the general trend in interest rates at the applicable [removed: dates and our perception of the future volatility of interest rates.]

We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to [removed: health care] [added: healthcare] and seniors housing properties.

Then, as market conditions dictate, we will issue equity or long-term [removed: fixed rate] [added: fixed-rate] debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program.

A change in interest rates will not affect the interest expense associated with our [removed: fixed rate] [added: fixed-rate] debt.

Interest rate changes, however, will affect the fair value of our [removed: fixed rate] [added: fixed-rate] debt.

Changes in the interest rate environment upon maturity of this [removed: fixed rate] [added: fixed-rate] debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other [removed: fixed rate] [added: fixed-rate] debt, [removed: variable rate] [added: variable-rate] debt or equity or repaid by the sale of assets.

To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our [removed: fixed rate] [added: fixed-rate] debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value.

| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | |

| Senior unsecured notes | | | | | | $ | [removed: 12,800,253] [added: 12,142,890] | | | | | $ | [removed: (515,723)] [added: (471,517)] | | | | | $ | [removed: 10,839,782] [added: 12,800,253] | | | | | $ | [removed: (488,159)] [added: (515,723)] | |

| Secured debt | | | | | | [removed: 1,625,364] [added: 2,225,542] | | | | | | [removed: (58,066)] [added: (94,922)] | | | | | | [removed: 1,448,567] [added: 1,625,364] | | | | | | [removed: (36,654)] [added: (58,066)] | | |

Our [removed: variable rate] [added: variable-rate] debt, including our unsecured revolving credit facility and commercial paper program, [removed: is] [added: are] reflected at fair value.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $1,496,447,000] [added: $1,425,256,000] outstanding related to our [removed: variable rate] [added: variable-rate] debt after considering the effects of interest rate swaps.

Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of [removed: $14,964,000.][added: $14,253,000.]

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $2,426,134,000] [added: $1,496,447,000] of outstanding [removed: variable rate] [added: variable-rate] debt.

Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of [removed: $24,261,000.][added: $14,964,000.]

Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the [removed: United Kingdom.][added: U.K. Based solely on our results for the year ended December 31, 2024, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $15,000,000.]

If we increase our international presence through investments in, or acquisitions or development of, seniors housing and [removed: health care] [added: healthcare] properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling.

| Foreign currency exchange contracts | | | | | | $ | [removed: 10,811] [added: 99,931] | | | | | $ | [removed: 5,087] [added: 3,077] | | | | | $ | [removed: 190,418] [added: 10,811] | | | | | $ | [removed: 14,238] [added: 5,087] | |

| Debt designated as hedges | | | | | | [removed: 1,527,380] [added: 1,488,175] | | | | | | [removed: 15,274] [added: 14,882] | | | | | | [removed: 1,452,832] [added: 1,527,380] | | | | | | [removed: 14,528] [added: 15,274] | | |

| Totals | | | | | | $ | [removed: 1,538,191] [added: 1,588,106] | | | | | $ | [removed: 20,361] [added: 17,959] | | | | | $ | [removed: 1,643,250] [added: 1,538,191] | | | | | $ | [removed: 28,766] [added: 20,361] | |

dates and our perception of the future volatility of interest rates.

| Totals | | | | | | $ | 14,368,432 | | | | | $ | (566,439) | | | | | $ | 14,425,617 | | | | | $ | (573,789) | |

| | | | | | | December 31, 2024 | | | | | | | | | | | | December 31, 2023 | | | | | | | | |

The sensitivity analyses are of limited predictive value.

As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to interest rate fluctuations and foreign currency exchange rates will depend on the exposures that arise during a future period and hedging strategies at the time.

| Totals | | | | | | $ | 14,425,617 | | | | | $ | (573,789) | | | | | $ | 12,288,349 | | | | | $ | (524,813) | |

Based solely on our results for the year ended December 31, 2023, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $9,000,000.

Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of [removed: health care] [added: healthcare] infrastructure.

The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall [removed: health care] [added: healthcare] experience.

The information on our website is not incorporated by reference in this Annual Report on Form [removed: 10-K,] [added: 10-K] and our web address is included as an inactive textual reference only.

To meet these objectives, we invest across the full spectrum of seniors housing and [removed: health care] [added: healthcare] real estate and diversify our investment portfolio by property type, relationship and geographic location.

[removed: In February] [added: Prior to the reorganization on April 1,] 2022, [added: whereby] the company formerly known as Welltower Inc. ("Old [removed: Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as] [added: Welltower"), became] a wholly owned [removed: subsidiary, and New Welltower formed] [added: subsidiary of] WELL Merger Holdco Sub Inc. [removed: ("Merger Sub")] [added: in a transaction intending to qualify] as a [removed: wholly owned subsidiary.][added: reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”).]

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.765%] [added: 99.707%] as of December 31, [removed: 2023.][added: 2024.]

All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP or its [removed: subsidiaries,] [added: subsidiaries] and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.

Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, [removed: 2023.][added: 2024.]

We invest in seniors housing and [removed: health care] [added: healthcare] real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical.

We utilize the structure authorized by the REIT Investment Diversification and Empowerment Act of [removed: 2007,] [added: 2007 ("RIDEA"),] which is commonly referred to as a “RIDEA” [removed: structure (the provisions of the Internal Revenue Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).][added: structure.]

*Independent Living and Independent Supportive Living (Canada)* Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, [removed: transportation and] [added: transportation,] social and recreational activities.

Our Seniors Housing Operating segment accounted for [removed: 72%,] [added: 76%,] 72% and [removed: 68%] [added: 72%] of total revenues for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] we had relationships with [removed: 51] [added: 53] partners to manage our Seniors Housing Operating properties.

We rely on our partners to [removed: effectively and efficiently] manage these [removed: properties.][added: properties effectively and efficiently.]

For the year ended December 31, [removed: 2023, our relationship with] [added: 2024,] Sunrise Senior [removed: Living ("Sunrise")] [added: Living, Cogir Management Company and Oakmont Management Group] accounted for [removed: approximately 17%] [added: 13%, 11% and 11%] of [removed: our] Seniors Housing Operating [removed: segment revenues and 12% of our total] [added: Segment] revenues.

Our properties include stand-alone properties that provide one level of service, combination facilities that provide multiple levels of [removed: service,] [added: service] and communities or campuses that provide a wide range of services.

*Long-Term/Post-Acute Care Facilities* Post-acute care is at the leading edge of reducing [removed: health care] [added: healthcare] costs while improving quality.

Inpatient rehabilitation properties provide intensive inpatient services after illness, [removed: injury] [added: injury,] or surgery to patients able to tolerate and benefit from three hours of rehabilitation per day.

Our Triple-net segment accounted for [removed: 16%, 16%] [added: 10%, 13%] and [removed: 19%] [added: 13%] of total revenues for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

For the year ended December 31, [removed: 2023,] [added: 2024,] our revenues related to our relationship with Integra Healthcare Properties ("Integra") accounted for approximately [removed: 21%] [added: 27%] of our Triple-net segment revenues and 3% of total revenues.

Our portfolio of outpatient medical buildings is an integral part of creating [removed: health care] [added: healthcare] provider connectivity in local markets and generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs.

Approximately [removed: 87%] [added: 88%] of our outpatient medical building portfolio is affiliated with health systems (buildings directly on or adjacent to hospital campuses or with tenants that are satellite locations for the health system and its physicians).

Our Outpatient Medical segment accounted for [removed: 11%, 12%] [added: 10%, 11%] and [removed: 13%] [added: 12%] of total revenues for each of the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

No single tenant exceeds 20% of segment [added: revenues or total] revenues.

Providing high-quality and affordable [removed: health care] [added: healthcare] to an aging global population requires vast investments and infrastructure development.

We invest in seniors housing and [removed: health care] [added: healthcare] real estate primarily through acquisitions, developments and joint venture partnerships.

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 [removed: inspections,] [added: inspections] and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral.

Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement [removed: needs,] [added: needs] and market conditions.

[removed: Investment] [added: Other Investment] Types

The leases generally have a fixed contractual term of [removed: 12] [added: 10] to [removed: 15] [added: 20] years and contain one or more five to 15-year renewal options.

Rental income related to leases with contingent rental escalators [removed: is] [added: are] generally recorded based on the contractual cash rental payments due for the period.

At December 31, [removed: 2023,] [added: 2024,] approximately [removed: 97%] [added: 96%] of our triple-net properties were subject to master leases.

This spreads our risk among the entire group of [added: properties within the master lease.]

Our [removed: Outpatient Medical] [added: outpatient medical] portfolio is primarily self-managed and consists mainly of multi-tenant properties leased to [removed: health care] [added: healthcare] providers.

As of December 31, [removed: 2023, 62%] [added: 2024, 63%] of our portfolio included leases with full pass through, [removed: 31%] [added: 30%] with a partial expense reimbursement (modified gross) and 7% with no expense reimbursement (gross).

Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, [removed: 2023] [added: 2024] and are often credit enhanced by security deposits, guarantees and/or letters of credit.

The amount capitalized is based [removed: upon] [added: on] the amount advanced during the construction period using the rate of interest that approximates our company-wide cost of financing.

As of December 31, [removed: 2023,] [added: 2024,] we had outstanding construction investments of [removed: $1,304,441,000] [added: $1,219,720,000] and were committed to provide additional funds of approximately [removed: $966,829,000] [added: $540,297,000] to complete construction for consolidated investment properties.

As of December 31, [removed: 2023,] [added: 2024,] we had outstanding loans, net of allowances, of [removed: $1,691,706,000] [added: $2,027,586,000] with an interest yield of approximately [removed: 10.5%] [added: 10.3%] per annum.

The loans outstanding as of December 31, [removed: 2023] [added: 2024] are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term.

We are structured as an umbrella partnership REIT, or "UPREIT," under which substantially all of our business is conducted through Welltower OP LLC ("Welltower OP"), the day-to-day management of which is exclusively controlled by Welltower Inc.

Sustainability

Our sustainability team is focused on investing in property improvement projects which meet the various objectives of our stakeholders, including providing an appropriate risk-adjusted return.

The sustainability team is embedded within our asset management team, enabling them to create project scopes and specifications for energy saving component replacements and upgrades within our normal replacement schedules and when the economic benefits of the additional investment is optimized.

Our review and approval process of these projects is stringent and includes using the actual meter readings and/or specialized equipment to estimate and later track the water and energy savings of the work completed.

In the past, we have also issued "green" bonds to fund green building development projects.

These efforts support our ability to compete for and foster talent in an ever-changing workforce.

The Welltower Charitable Foundation will provide a 100% match of

employee donations to verified 501(c)(3) organizations, up to $2,500 per employee per calendar year.

We believe that our Board is highly knowledgeable, skilled and independent, with eight of our nine directors being independent.

As of December 31, 2024, we had 685 employees (653 located in U.S., 20 in the U.K. and 12 in Canada).

*Strategic Growth Through Career Development and Workforce Planning* In 2024, we made significant investments in career-pathing tools and workforce planning systems.

We implemented company-wide skills maps, talent planning and review tools and a headcount and staffing planning system.

These initiatives enabled us to strategically scale our organization and its people capabilities, while aligning individual goals with broader business objectives.

Additionally, we enhanced our development programs by providing coaching, e-learning, job assessments, individual development plans and skills-based development tools.

These tools support our employees' career growth and the development of future leaders.

*Driving Performance Excellence and Empowering Leaders* We continued to invest in technology to help our team operate efficiently while servicing a larger workforce.

Investments include standardizing policies and procedures, growing our internal Human Capital team and providing development opportunities for our Human Capital professionals.

We also streamlined our performance management practices, creating more rigorous connections between performance and compensation.

This approach fosters a culture of rewards and recognition, driving accountability and high performance.

To enhance people leadership capabilities, we launched an industry-first, AI-based manager development program, offering managers real-world, situational training in a safe simulated environment to make mistakes, learn and grow.

This program strengthens leadership decision-making and fosters a culture of continuous improvement.

*Cultural Development* We remain committed to creating an inclusive and respectful workplace culture that employees value and contribute to.

In 2024, we continued to provide our civil treatment and inclusive workplace training programs for leaders and employees.

These efforts reinforce our mission to build an environment where everyone feels valued and supported.

Additionally, we conducted an organizational effectiveness survey to better understand how the Human Capital team can more effectively support our leaders and teams.

Insights from this survey are being used to refine our strategies and enhance our ability to meet the evolving needs of our workforce.

*Compensation and Benefits* We are dedicated to offering compensation and benefits to attract and retain top talent.

In 2024, we conducted a company-wide survey to assess employee benefits preferences.

Based on these results, we enhanced our benefits offerings, furthering our commitment to providing industry-leading benefits that are important to our employees.

Programs offered include healthcare and insurance benefits, retirement programs with robust matching programs, an employee stock purchase program, tuition assistance, paid leave policies, health navigation support, enhanced mental health support and wellness initiatives, among many others.

*Health, Safety and Wellness* The health, safety and well-being of our employees remain a top priority.

In 2024, we introduced additional wellness programs, expanded ENG initiatives and implemented additional wellness platforms such as family planning support.

We also rolled out enhanced leave policies designed to help employees integrate work and life responsibilities more effectively.

We have transitioned to a four-day in-office workweek to foster collaboration, while continuing to support a geographically dispersed workforce.

Our robust internal communications strategy, combined with our intranet serving as a digital headquarters, ensures employees remain connected to the business and leadership regardless of location.

Key communication tools such as podcasts, town hall meetings and employee engagement events further reinforce this connectivity.

Accordingly, there can be no assurance that

◦*Skilled Nursing Facility and Nursing Facility Compliance Program Guidance* In November 2024, OIG published industry segment-specific compliance program guidance for Skilled Nursing Facilities and Nursing Facilities to develop, implement and maintain effective compliance and quality programs, identify and mitigate risks, ensure compliance with federal regulations and improve the quality of care and safety for residents.

This is the first of a series of compliance program guidance that OIG plans to issue for different healthcare sectors and reflects OIG’s findings and observations from its work on matters involving nursing facilities as well as its current enforcement priorities and stakeholder interactions.

On March 7, 2022, we announced our intent to complete an UPREIT reorganization.

On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger").

In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the "LLC Conversion").

Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.

In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the 147 skilled nursing properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture.

The 58 assisted living and memory care assets continue to be

operated by ProMedica and backed by the existing guaranty.

Concurrently, Welltower and Integra entered into master leases for the skilled nursing portfolio, which are subleased to a variety of regional operators to manage the properties.

For the years ended December 31, 2023 and 2022 our revenues related to our relationship with Genesis Healthcare ("Genesis") accounted for approximately 2% of our Triple-net segment revenues and less than 1% of our total revenues, compared to 6% of our Triple-net segment revenue and 1% of our total revenues for the year ended December 31, 2021.

In March 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis.

As of December 31, 2023, our relationship with Genesis was comprised of one property owned 100% by us and leased to Genesis, a loan balance net of allowance for credit losses of $191,105,000, approximately 9.5 million shares of GEN Series A common stock and a 25% ownership stake in an unconsolidated joint venture that includes two master leases for 28 properties operated by Genesis.

We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management.

*Real Property* Our properties are primarily comprised of land, buildings, improvements and related rights.

Our triple-net properties are generally leased to operators under long-term operating leases.

Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of the leased property.

The tenants are required to repair and maintain the leased properties, and our leases often require the tenants to fund a minimum amount related to capital expenditures.

properties within the master lease.

Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leases and investment strategy.

We recognize that focusing on ESG engagement, integration and impact benefits our stakeholders and is fundamental to our business.

- Achieved a MSCI ESG rating of AA;

- Achieved the level of Executive Member in the EPA’s Certification Nation program;

- Listed in the FTSE4Good Index since 2012;

- Received the Labrador 2023 Transparency Award Top 3 in Real Estate for the second consecutive year;

- Honored by the Women’s Forum of New York for the ratio of women on our Board being above the national average.

In December 2019, we issued our inaugural green bond of $500,000,000 of 2.700% senior unsecured notes due 2027 and in March 2022 we issued an additional green bond of $550,000,000 of 3.85% senior unsecured notes due 2032.

The net proceeds from the offerings have been used to fund energy efficiency, water conservation and green building projects.

As of September 30, 2023, we have utilized all of the proceeds from these issuances on such projects.

We have reinforced our already strong commitment to diversity and inclusion through our Diversity Council and support of our seven employee network groups ("ENGs").

Our support of diversity and inclusion through our Diversity Council and ENGs, taken together with other employee initiatives, such as tailored messaging, training and discussions on equality and belonging, support our efforts to compete for and foster talent and inclusiveness in an ever-changing workforce.

*Governance* Our commitment to diversity starts at the top with a highly knowledgeable, skilled and diverse Board.

Nine of our ten Directors are independent, and the independent Chair of our Board is held by a Black/African American male.

Four of five, or 80%, of our Board committees are chaired by either a Female (2), Hispanic/Latino (1) or Black/African American (1) Director.

As of December 31, 2023, we had 533 employees (511 located in United States, 14 in the United Kingdom and eight in Canada).

*Employee Engagement* High employee engagement and satisfaction are critical to attracting and retaining top talent.

Annually, we conduct an employee engagement survey through an independent third party, measuring our progress on important employee issues such as manager relationships, employee empowerment, performance management and resources and support, and identifying opportunities for growth and improvement.

*Employee Development Programs and Performance Management* Development through the talent pipeline, recognizing and rewarding performance and providing opportunities for continued growth are the cornerstones of our Human Capital strategy.

We offer employees resources, trainings and tools designed to develop future leaders, advance careers and attract and retain talent, including but not limited to our robust early career programs, formal mentorship and coaching programs, manager development training, skill development courses and education assistance.

During 2023, we continued executive management coaching programs to equip leaders with structured 360 feedback, customized development plans and guidance on company-wide succession planning.

For many of our vice presidents and senior vice presidents, we provided one-on-one leadership coaching, focusing on maximizing their executive leadership potential.

*Compensation and Benefits* In addition to salary, our compensation and benefits programs include annual short-term incentive bonuses, long-term incentive stock awards, retirement plans, an employee stock purchase plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental and caregiver leave, senior wellness leave, employee assistance programs, tuition assistance and health and wellness reimbursement programs, among many others.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $41,131,361,000.][added: $63,435,707,000.]

As of February [removed: 9, 2024,] [added: 7, 2025,] the registrant had [removed: 568,878,059] [added: 641,308,062] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May [removed: 23, 2024,] [added: 22, 2025,] are incorporated by reference into Part III.

[removed: 2023] [added: 2024] FORM 10-K ANNUAL REPORT

| Item 1. | | | Business | | | [removed: [2](#i3677826131c24cafad0a4b300cb6054a_13)] [added: [2](#i8b3796de618a45e4bffdf8825687c2ff_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [30](#i3677826131c24cafad0a4b300cb6054a_49)] [added: [29](#i8b3796de618a45e4bffdf8825687c2ff_52)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [45](#i3677826131c24cafad0a4b300cb6054a_52)] [added: [45](#i8b3796de618a45e4bffdf8825687c2ff_55)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [45](#i3677826131c24cafad0a4b300cb6054a_2199023258051)] [added: [45](#i8b3796de618a45e4bffdf8825687c2ff_58)] | | |

| Item 2. | | | Properties | | | [removed: [47](#i3677826131c24cafad0a4b300cb6054a_55)] [added: [47](#i8b3796de618a45e4bffdf8825687c2ff_61)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [48](#i3677826131c24cafad0a4b300cb6054a_58)] [added: [48](#i8b3796de618a45e4bffdf8825687c2ff_64)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [48](#i3677826131c24cafad0a4b300cb6054a_61)] [added: [48](#i8b3796de618a45e4bffdf8825687c2ff_67)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [49](#i3677826131c24cafad0a4b300cb6054a_67)] [added: [49](#i8b3796de618a45e4bffdf8825687c2ff_73)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [49](#i3677826131c24cafad0a4b300cb6054a_70)] [added: [50](#i8b3796de618a45e4bffdf8825687c2ff_76)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [50](#i3677826131c24cafad0a4b300cb6054a_73)] [added: [51](#i8b3796de618a45e4bffdf8825687c2ff_79)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [75](#i3677826131c24cafad0a4b300cb6054a_151)] [added: [77](#i8b3796de618a45e4bffdf8825687c2ff_160)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [76](#i3677826131c24cafad0a4b300cb6054a_154)] [added: [79](#i8b3796de618a45e4bffdf8825687c2ff_163)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [116](#i3677826131c24cafad0a4b300cb6054a_259)] [added: [122](#i8b3796de618a45e4bffdf8825687c2ff_271)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [116](#i3677826131c24cafad0a4b300cb6054a_262)] [added: [122](#i8b3796de618a45e4bffdf8825687c2ff_274)] | | |

| Item 9B. | | | Other Information | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_265)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_277)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_265)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_277)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_271)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_283)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_274)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_286)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_277)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_289)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_280)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_292)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [118](#i3677826131c24cafad0a4b300cb6054a_283)] [added: [124](#i8b3796de618a45e4bffdf8825687c2ff_295)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [119](#i3677826131c24cafad0a4b300cb6054a_289)] [added: [126](#i8b3796de618a45e4bffdf8825687c2ff_301)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [125](#i3677826131c24cafad0a4b300cb6054a_292)] [added: [132](#i8b3796de618a45e4bffdf8825687c2ff_304)] | | |

| | | | Signature | | | [133](#i8b3796de618a45e4bffdf8825687c2ff_307) | | |

| | | | Signature | | | [126](#i3677826131c24cafad0a4b300cb6054a_295) | | |

Additionally, we conduct regular [removed: evaluation] [added: evaluations] of our cybersecurity program, [removed: encompassing] [added: which may include] internal reviews and third-party assessments to [removed: ensure its] [added: validates the program's] effectiveness and resilience.

The Board of Directors (the "Board") retains ultimate oversight of cybersecurity risk, which it manages [removed: through] [added: as part of] our enterprise risk management program.

The Audit Committee's responsibilities include reviewing cybersecurity strategies with management, assessing processes and controls pertaining to the management of our information technology operations and their [removed: effectiveness,] [added: effectiveness] and seeking to confirm that management's response to potential cybersecurity incidents is timely and effective.

At least annually, the Audit Committee receives a cybersecurity report from [removed: management.][added: the Chief Technology Officer and the information security team.]

This report may cover a variety of relevant topics, potentially including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations related to our [added: operators, managers and third parties.]

The Audit [removed: Committee] [added: Committee, along with the Chief Technology Officer] and [removed: management] [added: the information security team,] also report to the Board at least annually on data protection and cybersecurity matters.

Reporting to the Chief Operating Officer, our Chief Technology Officer, with extensive cybersecurity knowledge and skills from [removed: over 20] years of relevant work experience at Welltower and elsewhere, leads the team responsible for developing and implementing our information security program across our business.

This [added: information security] team comprises individuals with relevant educational and technical experience, many having held similar positions with responsibility for various aspects of cybersecurity at large organizations.

The Chief Technology Officer is responsible for reporting on cybersecurity and information technology to the Audit [removed: Committee.][added: Committee and Board.]

[removed: To ensure that cybersecurity is an organization-wide effort, we] [added: We] provide mandatory cybersecurity training at least annually [removed: for all employees] [added: to our personnel] with network access, including training designed to simulate and help prevent phishing and other social engineering attacks.

The Cybersecurity Working Group maintains and oversees an incident response plan that applies in the event of a cybersecurity threat or incident [added: and is designed] to provide a standardized framework for responding to cybersecurity incidents.

The incident response plan sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders [added: (including the Board for certain incidents)] informed and involved as appropriate.

The objectives of the incident response plan are to reduce the number of systems and users affected by security incidents, reduce the time a threat actor spends within our network, reduce the damage caused by [removed: the breach] [added: an incident] and reduce the time required to restore normal operations.

We also rely on information technology and other third-party vendors to support our business, including securely processing personal, confidential, financial, [removed: sensitive] [added: sensitive,] or proprietary and other types of information.

While we are not aware of any cybersecurity incidents that have materially affected us [removed: to date,] [added: within the prior fiscal year,] there can be no guarantee that we will not be the subject of future attacks, threats or incidents, that may have a material impact on our business strategy, results of operations or financial condition.

These systems and processes are designed to the third party's risk level and may include, for example, conducting upfront diligence of the third party's certifications and security program, using contractual provisions that address cybersecurity risks and conducting additional monitoring of the third party's security practices.

However, our insurance coverage may not sufficiently cover all types of losses or claims that arise or be subject to exclusions.

Our information technology networks, those of our operators and managers, and those of third parties on whom we rely, are important enablers to our ability to perform day-to-day operations of our business.

Our business operations depend on the secure collection, storage, transmission and other processing of proprietary, confidential or sensitive data.

operators, managers and third parties.

We [removed: also] lease corporate offices throughout the U.S., [removed: Canada and] the [removed: United Kingdom] [added: U.K.] and [added: Canada and] have ground leases relating to certain of our properties.

The following table sets forth certain information regarding the properties that comprise our consolidated [added: net] real [removed: property and] [added: estate investments, exclusive of] real estate loan investments [added: designated] as [added: non-segment/corporate as] of December 31, [removed: 2023] [added: 2024] (dollars in thousands):

(1) Represents revenue for the month ended December 31, [removed: 2023] [added: 2024] annualized.

| Seniors Housing Operating(3) | | | | | | [removed: 81.8%] [added: 84.7%] | | | | | | [removed: 78.1%] [added: 81.8%] | | | | | | $ | [removed: 52,709] [added: 58,519] | | | | | $ | [removed: 49,987] [added: 52,709] | | | | | per unit | | |

| Triple-net(4) | | | | | | [removed: 78.6%] [added: 83.3%] | | | | | | [removed: 76.2%] [added: 78.6%] | | | | | | [removed: 19,124] [added: 16,600] | | | | | | [removed: 17,330] [added: 15,492] | | | | | | per bed/unit | | |

| Outpatient Medical(5) | | | | | | [removed: 94.8%] [added: 94.6%] | | | | | | [removed: 95.2%] [added: 94.8%] | | | | | | [removed: 37] [added: 39] | | | | | | [removed: 38] [added: 37] | | | | | | per sq. ft. | | |

(1) We use [removed: unaudited,] [added: unaudited] periodic financial information provided solely by tenants/borrowers to calculate occupancy for properties other than Outpatient Medical buildings and have not independently verified the information.

The following table sets forth information regarding [added: operating] lease expirations for certain portions of our portfolio as of December 31, [removed: 2023] [added: 2024] (dollars in thousands):

| | | | | | | Expiration Year(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| | | | | | | [removed: 2024 | | | | | |] 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | 2032 | | | | | | 2033 | | | | | | [added: 2034 | | | | | |] Thereafter | | | [added: | | |]

| Triple-net: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| % of base rent | | | | | | [removed: 1.8] [added: 1.1] | | % | | | | [removed: 1.1] [added: 1.7] | | % | | | | [removed: 1.7] [added: 0.2] | | % | | | | [removed: 0.2] [added: 0.9] | | % | | | | [removed: 0.9] [added: 0.1] | | % | | | | [removed: 0.1] [added: 5.7] | | % | | | | [removed: 9.6] [added: 1.5] | | % | | | | [removed: 1.5] [added: 21.2] | | % | | | | [removed: 13.5] [added: 8.1] | | % | | | | [removed: 7.4] [added: 0.1] | | % | | | | [removed: 62.2] [added: 59.4] | | % | [added: | | |]

| Outpatient Medical: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: we may experiences losses] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

(1) Excludes investments in unconsolidated entities, developments, [added: redevelopments, properties subject to sales-type leases,] land parcels, loans receivable and sub-leases.

Investments classified as held for sale are included in [removed: 2024.][added: 2025.]

| Alabama | | | | | | 6 | | | $ | 70,927 | | $ | 18,271 | | | | | 2 | | | $ | 18,022 | | $ | 385 | | | | | 6 | | | $ | 169,360 | | $ | 13,344 | |

| Arkansas | | | | | | 1 | | | 25,545 | | | 4,868 | | | | | | — | | | — | | | — | | | | | | 1 | | | 18,320 | | | 2,611 | | |

| Arizona | | | | | | 13 | | | 353,231 | | | 61,592 | | | | | | — | | | — | | | — | | | | | | 8 | | | 87,263 | | | 11,286 | | |

| California | | | | | | 112 | | | 3,987,826 | | | 1,030,440 | | | | | | 23 | | | 406,802 | | | 71,317 | | | | | | 42 | | | 1,029,428 | | | 119,696 | | |

| Colorado | | | | | | 21 | | | 635,303 | | | 148,328 | | | | | | 8 | | | 217,480 | | | 19,551 | | | | | | 1 | | | 19,068 | | | — | | |

| Connecticut | | | | | | 6 | | | 154,776 | | | 36,368 | | | | | | 6 | | | 125,484 | | | 15,404 | | | | | | 7 | | | 92,361 | | | 8,893 | | |

| District Of Columbia | | | | | | 2 | | | 183,971 | | | 16,994 | | | | | | — | | | — | | | — | | | | | | 1 | | | 74,277 | | | 8,852 | | |

| Delaware | | | | | | 6 | | | 60,073 | | | 32,313 | | | | | | 6 | | | 87,353 | | | 9,096 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 40 | | | 1,346,085 | | | 283,142 | | | | | | 96 | | | 1,289,285 | | | 165,371 | | | | | | 25 | | | 215,587 | | | 41,986 | | |

| Georgia | | | | | | 21 | | | 468,637 | | | 79,301 | | | | | | 3 | | | 35,712 | | | 3,506 | | | | | | 18 | | | 220,188 | | | 39,695 | | |

| Hawaii | | | | | | 1 | | | 71,823 | | | 25,052 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 10 | | | 112,438 | | | 42,910 | | | | | | 6 | | | 45,738 | | | 3,332 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 8 | | | 167,188 | | | 17,804 | | | | | | — | | | — | | | — | | | | | | 2 | | | 47,623 | | | 2,768 | | |

| Illinois | | | | | | 38 | | | 648,491 | | | 233,483 | | | | | | 19 | | | 227,164 | | | 21,638 | | | | | | 10 | | | 124,368 | | | 21,747 | | |

| Indiana | | | | | | 18 | | | 439,178 | | | 114,285 | | | | | | 18 | | | 189,123 | | | 29,432 | | | | | | 3 | | | 27,019 | | | 4,092 | | |

| Kansas | | | | | | 9 | | | 126,145 | | | 47,740 | | | | | | 20 | | | 205,038 | | | 22,400 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 6 | | | 99,901 | | | 28,041 | | | | | | 1 | | | 6,724 | | | 1,423 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 9 | | | 186,740 | | | 56,447 | | | | | | 1 | | | 4,200 | | | 720 | | | | | | 1 | | | 20,503 | | | 1,705 | | |

| Massachusetts | | | | | | 20 | | | 754,815 | | | 147,336 | | | | | | 7 | | | 150,917 | | | 11,743 | | | | | | 9 | | | 151,733 | | | 20,134 | | |

| Maryland | | | | | | 10 | | | 560,067 | | | 130,493 | | | | | | 16 | | | 167,220 | | | 41,040 | | | | | | 12 | | | 233,680 | | | 30,496 | | |

| Maine | | | | | | 1 | | | 24,400 | | | 12,277 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 44 | | | 660,638 | | | 200,365 | | | | | | 14 | | | 143,481 | | | 14,577 | | | | | | 13 | | | 171,092 | | | 21,076 | | |

| Minnesota | | | | | | 17 | | | 359,361 | | | 97,311 | | | | | | — | | | — | | | — | | | | | | 7 | | | 135,042 | | | 29,880 | | |

| Missouri | | | | | | 13 | | | 397,498 | | | 63,440 | | | | | | — | | | — | | | — | | | | | | 16 | | | 215,293 | | | 34,196 | | |

| Mississippi | | | | | | 5 | | | 85,513 | | | 29,708 | | | | | | — | | | — | | | — | | | | | | 2 | | | 44,130 | | | 3,795 | | |

| Montana | | | | | | 3 | | | 55,184 | | | 13,760 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 15 | | | 703,881 | | | 114,184 | | | | | | 49 | | | 450,906 | | | 75,726 | | | | | | 25 | | | 589,518 | | | 52,973 | | |

| North Dakota | | | | | | 1 | | | 12,375 | | | 1,539 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 8 | | | 90,982 | | | 19,154 | | | | | | — | | | — | | | — | | | | | | 1 | | | 10,185 | | | 2,627 | | |

| New Hampshire | | | | | | 3 | | | 80,503 | | | 9,395 | | | | | | 7 | | | 93,771 | | | 9,719 | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 697,240 | | | 240,412 | | | | | | 33 | | | 684,668 | | | 74,977 | | | | | | 16 | | | 327,846 | | | 49,508 | | |

| New Mexico | | | | | | 1 | | | 32,931 | | | 3,691 | | | | | | — | | | — | | | — | | | | | | 1 | | | 55,607 | | | 4,290 | | |

| Nevada | | | | | | 7 | | | 121,090 | | | 37,292 | | | | | | — | | | — | | | — | | | | | | 7 | | | 116,628 | | | 11,149 | | |

| New York | | | | | | 41 | | | 799,988 | | | 215,392 | | | | | | 3 | | | 33,229 | | | 2,754 | | | | | | 15 | | | 384,321 | | | 37,758 | | |

| Ohio | | | | | | 58 | | | 1,193,289 | | | 265,542 | | | | | | 35 | | | 263,420 | | | 41,335 | | | | | | 8 | | | 103,597 | | | 11,052 | | |

| Oklahoma | | | | | | 13 | | | 166,746 | | | 59,372 | | | | | | 12 | | | 94,143 | | | 4,376 | | | | | | 5 | | | 25,378 | | | 4,460 | | |

| Oregon | | | | | | 14 | | | 153,221 | | | 48,937 | | | | | | 1 | | | 2,279 | | | 943 | | | | | | 1 | | | 43,201 | | | 3,114 | | |

| Pennsylvania | | | | | | 33 | | | 693,196 | | | 186,203 | | | | | | 49 | | | 502,298 | | | 66,296 | | | | | | 6 | | | 89,319 | | | 10,487 | | |

| Rhode Island | | | | | | — | | | — | | | — | | | | | | 3 | | | 30,884 | | | 3,522 | | | | | | — | | | — | | | — | | |

| South Carolina | | | | | | 9 | | | 265,638 | | | 48,401 | | | | | | 6 | | | 22,325 | | | 5,960 | | | | | | 2 | | | 8,910 | | | 1,242 | | |

We lease our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Alabama | | | | | | 5 | | | $ | 54,058 | | $ | 14,606 | | | | | 3 | | | $ | 32,442 | | $ | 4,607 | | | | | 6 | | | $ | 174,961 | | $ | 13,091 | |

| Arkansas | | | | | | 1 | | | 26,758 | | | 5,445 | | | | | | — | | | — | | | — | | | | | | 1 | | | 19,716 | | | 2,281 | | |

| Arizona | | | | | | 13 | | | 313,573 | | | 52,852 | | | | | | — | | | — | | | 144 | | | | | | 8 | | | 89,447 | | | 12,199 | | |

| California | | | | | | 107 | | | 3,794,605 | | | 901,464 | | | | | | 23 | | | 418,370 | | | 55,870 | | | | | | 43 | | | 1,027,948 | | | 127,911 | | |

| Colorado | | | | | | 17 | | | 504,482 | | | 116,561 | | | | | | 8 | | | 217,215 | | | 19,361 | | | | | | 1 | | | 2,024 | | | — | | |

| Connecticut | | | | | | 6 | | | 156,876 | | | 32,735 | | | | | | 4 | | | 81,453 | | | 7,976 | | | | | | 7 | | | 96,464 | | | 9,218 | | |

| District Of Columbia | | | | | | 2 | | | 139,124 | | | 14,689 | | | | | | — | | | — | | | — | | | | | | 1 | | | 77,112 | | | 8,216 | | |

| Delaware | | | | | | 6 | | | 61,488 | | | 31,023 | | | | | | 4 | | | 117,409 | | | 15,337 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 31 | | | 1,071,179 | | | 221,843 | | | | | | 101 | | | 1,443,056 | | | 177,880 | | | | | | 25 | | | 221,349 | | | 43,078 | | |

| Georgia | | | | | | 18 | | | 334,750 | | | 61,823 | | | | | | 3 | | | 36,712 | | | 3,545 | | | | | | 18 | | | 223,381 | | | 34,297 | | |

| Hawaii | | | | | | 1 | | | 69,929 | | | 22,187 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 10 | | | 128,726 | | | 40,965 | | | | | | 6 | | | 45,419 | | | 3,281 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 6 | | | 112,082 | | | 10,520 | | | | | | — | | | — | | | — | | | | | | 2 | | | 47,782 | | | 4,306 | | |

| Illinois | | | | | | 37 | | | 667,524 | | | 184,586 | | | | | | 21 | | | 250,640 | | | 20,458 | | | | | | 10 | | | 128,916 | | | 19,448 | | |

| Indiana | | | | | | 17 | | | 418,024 | | | 65,395 | | | | | | 19 | | | 227,652 | | | 19,343 | | | | | | 3 | | | 29,264 | | | 4,353 | | |

| Kansas | | | | | | 10 | | | 146,406 | | | 49,970 | | | | | | 20 | | | 164,611 | | | 23,131 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 4 | | | 58,878 | | | 17,954 | | | | | | 3 | | | 48,918 | | | 5,440 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 9 | | | 195,341 | | | 50,681 | | | | | | 1 | | | 6,934 | | | 720 | | | | | | 1 | | | 22,123 | | | 815 | | |

| Massachusetts | | | | | | 19 | | | 658,548 | | | 107,353 | | | | | | 8 | | | 160,657 | | | 9,662 | | | | | | 9 | | | 154,718 | | | 14,423 | | |

| Maryland | | | | | | 10 | | | 548,701 | | | 108,441 | | | | | | 16 | | | 171,336 | | | 41,146 | | | | | | 12 | | | 237,668 | | | 28,319 | | |

| Maine | | | | | | 1 | | | 23,061 | | | 12,457 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 29 | | | 477,490 | | | 119,763 | | | | | | 25 | | | 233,157 | | | 22,438 | | | | | | 13 | | | 176,348 | | | 19,536 | | |

| Minnesota | | | | | | 3 | | | 74,761 | | | 14,334 | | | | | | 12 | | | 221,642 | | | 23,023 | | | | | | 7 | | | 138,393 | | | 30,263 | | |

| Missouri | | | | | | 13 | | | 319,790 | | | 57,700 | | | | | | — | | | — | | | — | | | | | | 16 | | | 222,901 | | | 29,368 | | |

| Mississippi | | | | | | 5 | | | 88,753 | | | 20,338 | | | | | | — | | | — | | | — | | | | | | 2 | | | 46,752 | | | 3,784 | | |

| Montana | | | | | | 2 | | | 22,858 | | | 8,547 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 14 | | | 581,410 | | | 94,097 | | | | | | 50 | | | 496,773 | | | 78,361 | | | | | | 25 | | | 607,853 | | | 48,794 | | |

| North Dakota | | | | | | 1 | | | 12,690 | | | 1,400 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 8 | | | 103,184 | | | 20,837 | | | | | | — | | | — | | | — | | | | | | 1 | | | 10,505 | | | 2,322 | | |

| New Hampshire | | | | | | 3 | | | 82,391 | | | 8,722 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 696,855 | | | 233,930 | | | | | | 27 | | | 741,750 | | | 85,879 | | | | | | 16 | | | 334,280 | | | 43,903 | | |

| New Mexico | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | 1 | | | 31,061 | | | — | | |

| Nevada | | | | | | 7 | | | 122,711 | | | 35,922 | | | | | | — | | | — | | | — | | | | | | 8 | | | 122,566 | | | 10,700 | | |

| New York | | | | | | 41 | | | 809,833 | | | 195,804 | | | | | | 3 | | | 34,025 | | | 1,513 | | | | | | 15 | | | 397,615 | | | 34,233 | | |

| Ohio | | | | | | 49 | | | 940,675 | | | 201,115 | | | | | | 41 | | | 448,950 | | | 52,953 | | | | | | 8 | | | 125,836 | | | 14,937 | | |

| Oklahoma | | | | | | 14 | | | 182,051 | | | 52,514 | | | | | | 12 | | | 87,550 | | | 13,789 | | | | | | 5 | | | 25,054 | | | 3,626 | | |

| Oregon | | | | | | 14 | | | 158,472 | | | 48,307 | | | | | | 1 | | | 2,306 | | | 909 | | | | | | 1 | | | 41,995 | | | 3,104 | | |

| Pennsylvania | | | | | | 26 | | | 447,525 | | | 117,573 | | | | | | 56 | | | 558,164 | | | 101,308 | | | | | | 6 | | | 92,175 | | | 6,812 | | |

There were [removed: 2,758] [added: 2,156] stockholders of record as of February [removed: 9, 2024.][added: 7, 2025.]

[removed: 2018] [added: 2019] equals $100 and dividends are assumed to be reinvested.

[removed: ][added: ]

| | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | [added: | | | | | |]

During the three months ended December 31, [removed: 2023,] [added: 2024,] we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.

Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, [removed: 2023] [added: 2024] are as shown in the table below:

| December 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023] [added: 2024] | | | | | | [removed: —] [added: 383] | | | | | | [removed: —] [added: 134.88] | | | | | | — | | | | | | 3,000,000,000 | | |

During the three months ended December 31, [removed: 2023, we redeemed 980] [added: 2024, no] OP Units [added: were redeemed] for common shares.

We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, [removed: 2023.][added: 2024.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | | | | | | | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 82.51 | | | | | | 113.03 | | | | | | 110.90 | | | | | | 126.31 | | | | | | 180.71 | | | | | | | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 94.12 | | | | | | 131.68 | | | | | | 98.62 | | | | | | 109.95 | | | | | | 114.71 | | | | | | | | |

| October 1, 2024 through October 31, 2024 | | | | | | 247 | | | | | | $ | 129.29 | | | | | — | | | | | | $ | 3,000,000,000 | |

| November 1, 2024 through November 30, 2024 | | | | | | 210 | | | | | | 134.88 | | | | | | — | | | | | | 3,000,000,000 | | |

| Totals | | | | | | 840 | | | | | | $ | 133.24 | | | | | — | | | | | | $ | 3,000,000,000 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 123.03 | | | | | | 101.52 | | | | | | 139.06 | | | | | | 109.62 | | | | | | 155.40 | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 126.00 | | | | | | 115.92 | | | | | | 166.04 | | | | | | 125.58 | | | | | | 142.83 | | |

| October 1, 2023 through October 31, 2023 | | | | | | 834 | | | | | | $ | 84.16 | | | | | — | | | | | | $ | 3,000,000,000 | |

| November 1, 2023 through November 30, 2023 | | | | | | 541 | | | | | | 85.15 | | | | | | — | | | | | | 3,000,000,000 | | |

| Totals | | | | | | 1,375 | | | | | | $ | 84.55 | | | | | — | | | | | | $ | 3,000,000,000 | |

| Company Overview | | | [removed: [51](#i3677826131c24cafad0a4b300cb6054a_79)] [added: [52](#i8b3796de618a45e4bffdf8825687c2ff_85)] | | |

| Business Strategy | | | [removed: [51](#i3677826131c24cafad0a4b300cb6054a_82)] [added: [52](#i8b3796de618a45e4bffdf8825687c2ff_88)] | | |

| Key Transactions | | | [removed: [52](#i3677826131c24cafad0a4b300cb6054a_85)] [added: [53](#i8b3796de618a45e4bffdf8825687c2ff_91)] | | |

| Key Performance Indicators, Trends and Uncertainties | | | [removed: [53](#i3677826131c24cafad0a4b300cb6054a_88)] [added: [54](#i8b3796de618a45e4bffdf8825687c2ff_94)] | | |

| Corporate Governance | | | [removed: [55](#i3677826131c24cafad0a4b300cb6054a_91)] [added: [56](#i8b3796de618a45e4bffdf8825687c2ff_97)] | | |

| Sources and Uses of Cash | | | [removed: [55](#i3677826131c24cafad0a4b300cb6054a_97)] [added: [56](#i8b3796de618a45e4bffdf8825687c2ff_103)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [56](#i3677826131c24cafad0a4b300cb6054a_100)] [added: [57](#i8b3796de618a45e4bffdf8825687c2ff_106)] | | |

| Supplemental Guarantor Information | | | [removed: [57](#i3677826131c24cafad0a4b300cb6054a_2513)] [added: [59](#i8b3796de618a45e4bffdf8825687c2ff_115)] | | |

| Seniors Housing Operating | | | [removed: [59](#i3677826131c24cafad0a4b300cb6054a_115)] [added: [61](#i8b3796de618a45e4bffdf8825687c2ff_124)] | | |

| Non-Segment/Corporate | | | [removed: [64](#i3677826131c24cafad0a4b300cb6054a_124)] [added: [66](#i8b3796de618a45e4bffdf8825687c2ff_133)] | | |

| Non-GAAP Financial Measures | | | [removed: [65](#i3677826131c24cafad0a4b300cb6054a_130)] [added: [67](#i8b3796de618a45e4bffdf8825687c2ff_139)] | | |

| Critical Accounting Policies and Estimates | | | [removed: [71](#i3677826131c24cafad0a4b300cb6054a_148)] [added: [74](#i8b3796de618a45e4bffdf8825687c2ff_157)] | | |

In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. [removed: ("Welltower OP")] converted from a Delaware corporation into [added: Welltower OP,] a Delaware limited liability company [removed: named Welltower OP LLC] (the "LLC Conversion").

Welltower Inc. (NYSE:WELL), a real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of [removed: health care] [added: healthcare] infrastructure.

Welltower invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall [removed: health care] [added: healthcare] experience.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.765%] [added: 99.707%] as of December 31, [removed: 2023.][added: 2024.]

The following table summarizes our consolidated portfolio for the year ended December 31, [removed: 2023] [added: 2024] (dollars in thousands):

We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders [removed: as a result of] [added: through] annual increases in NOI and portfolio growth.

To meet these objectives, we invest across the full spectrum of seniors housing and [removed: health care] [added: healthcare] real estate and diversify our investment portfolio by property type, relationship and geographic location.

[added: 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 internal property management division manages and monitors the outpatient medical portfolio with a comprehensive [removed: process] [added: process,] including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market [removed: conditions] [added: conditions,] among other things.

For the year ended December 31, [removed: 2023,] [added: 2024,] resident fees and services and rental income represented [removed: 72%] [added: 75%] and [removed: 23%, respectively,] [added: 20%] of total [removed: revenues.][added: revenues, respectively.]

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, [removed: public] issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable.

Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has historically been provided through a combination of the issuance of [removed: public] debt and equity securities and the incurrence or assumption of secured debt.

Given [added: the] general economic conditions [removed: in 2023,] [added: during 2023 and 2024,] investments were generally funded proactively via issuances of common stock.

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 [removed: program.][added: program or issue debt or equity securities, including through our ATM Program.]

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $1,993,646,000] [added: $3,506,586,000] of cash and cash equivalents, [removed: $82,437,000] [added: $204,871,000] of restricted cash and [removed: $4,000,000,000] [added: $5,000,000,000] of available borrowing capacity under our unsecured revolving credit facility.

*Capital* The following summarizes key capital transactions that occurred during the year ended December 31, [removed: 2023:][added: 2024:]

- In [removed: May 2023, we] [added: July 2024, Welltower OP] issued $1,035,000,000 aggregate principal amount of [removed: 2.75%] [added: 3.125%] exchangeable senior unsecured notes maturing [removed: May] [added: July] 15, [removed: 2028] [added: 2029 (the "2029 Exchangeable Notes")] unless earlier exchanged, purchased or redeemed.

- During the year ended December 31, [removed: 2023,] [added: 2024,] we issued [removed: $385,115,000] [added: $197,930,000] of secured debt at a blended average interest rate of [removed: 5.13%] [added: 4.27%] and assumed [removed: $428,578,000] [added: $960,300,000] of secured debt at a blended average interest rate of [removed: 6.42%.][added: 3.98%.]

During the [removed: twelve months] [added: year] ended December 31, 2023, we sold 53,300,874 shares of common stock under our [removed: current and previous] ATM Programs generating gross proceeds of approximately $4,313,007,000.

[removed: *•*In] [added: In] November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.

*Investments* The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, [removed: 2023] [added: 2024] (dollars in thousands):

*Dispositions* The following summarizes property dispositions completed during the year ended December 31, [removed: 2023] [added: 2024] (dollars in thousands):

(1) Represents [removed: pro rata] [added: net] proceeds received upon [removed: disposition including] [added: disposition, excluding] non-cash consideration.

[removed: *Strategic Dissolution of Revera Joint Ventures*] During 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada.

The transactions [removed: include] [added: included] acquiring the remaining interests in 110 properties from Revera while simultaneously selling interest in 31 properties to Revera.

See Note [removed: 5] [added: 3] to our consolidated financial [removed: statement] [added: statements] for further information regarding the transaction.

*Dividends* Our Board of Directors declared a cash dividend for the quarter ended December 31, [removed: 2023] [added: 2024] of [removed: $0.61] [added: $0.67] per share.

On March [removed: 7, 2024,] [added: 6, 2025,] we will pay our [removed: 211th] [added: 215th] consecutive quarterly cash dividend to stockholders of record on February [removed: 23, 2024.][added: 25, 2025.]

| Contractual Obligations | | | [58](#i8b3796de618a45e4bffdf8825687c2ff_109) | | |

| Capital Structure | | | [58](#i8b3796de618a45e4bffdf8825687c2ff_112) | | |

| Summary | | | [59](#i8b3796de618a45e4bffdf8825687c2ff_121) | | |

| Outpatient Medical | | | [65](#i8b3796de618a45e4bffdf8825687c2ff_130) | | |

We are organized in an UPREIT structure.

| Seniors Housing Operating | | | | | | $ | 1,511,681 | | | | | 53.7 | | % | | | | 1,156 | | |

| Triple-net | | | | | | 748,049 | | | | | | 26.6 | | % | | | | 592 | | |

| Outpatient Medical | | | | | | 556,477 | | | | | | 19.7 | | % | | | | 371 | | |

| Totals | | | | | | $ | 2,816,207 | | | | | 100.0 | | % | | | | 2,119 | | |

Non-segment/Corporate NOI, which includes the loan portfolio, is excluded.

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.

- In October 2024, we entered into an equity distribution agreement whereby we may offer and sell up to $5,000,000,000 of common stock, which replaced our prior equity distribution agreement dated April, 2024, allowing us to sell up to $3,500,000,000 aggregate amount of our common stock (collectively, along with other previous agreements, referred to as the "ATM Programs").

During the year ended December 31, 2024, we sold 70,419,530 shares of common stock under our current and previous ATM Programs generating gross proceeds of approximately $7,452,108,000.

- In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity.

In March 2024, we repaid our $950,000,000 3.625% senior unsecured notes at maturity.

- 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.

The revolving lines of credit will bear interest at a borrowing rate of 0.725% over the adjusted SOFR rate and include an annual facility fee of 0.125%.

The 2029 Exchangeable Notes will pay interest semi-annually in arrears on January 15 and July 15 of each year.

- In August 2024, we increased the size of the commercial paper program to $2,000,000,000.

- During the year ended December 31, 2024, we extinguished $450,720,000 of secured debt at a blended average interest rate of 6.13% and disposed $359,140,000 of secured debt at a blended average interest rate of 4.79%.

| Seniors Housing Operating | | | | | | 198 | | | | | | $ | 4,542,752 | | | | | 7.2% | | |

| Triple-net | | | | | | 52 | | | | | | 1,126,492 | | | | | | 8.4% | | |

| Outpatient Medical | | | | | | 1 | | | | | | 46,854 | | | | | | 7.7% | | |

| Totals | | | | | | 251 | | | | | | $ | 5,716,098 | | | | | 7.5% | | |

| Seniors Housing Operating(4) | | | | | | 31 | | | | | | $ | 525,462 | | | | | $ | 390,226 | | | | | 4.3% | | |

| Triple-net(5) | | | | | | 21 | | | | | | 195,572 | | | | | | 355,580 | | | | | | 7.3% | | |

| Outpatient Medical(4) | | | | | | 3 | | | | | | 49,817 | | | | | | 42,761 | | | | | | 6.8% | | |

| Totals | | | | | | 55 | | | | | | $ | 770,851 | | | | | $ | 788,567 | | | | | 5.7% | | |

(4) Includes the disposition of unconsolidated equity method investments that owned six Seniors Housing Operating properties and one Outpatient Medical property.

(5) Excludes $79,695,000 of net real property derecognized related to four properties upon the reclassification of one lease from operating to sales-type and includes $297,000,000 of net real property derecognized in the third quarter related to 11 properties upon reclassification of one lease from operating to sales-type for which the underlying properties were sold and the sales-type lease terminated in the fourth quarter.

See Note 5 to our consolidated financial statements for further information regarding the transactions.

During 2024, Welltower, which held a 25% minority interest in an existing equity method joint venture that owned 39 properties subject to triple-net leases with two tenants, acquired the remaining beneficial interest.

GAAP.

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.

| | | | Triple-net | | | | | | 27% | | | | | | 34% | | | | | | 34% | | |

| Financing activities | | | 4,905,351 | | | | | | 5,448,647 | | | | | | (543,296) | | | | | | \-10 | | % | | | | 2,761,277 | | | | | | 2,687,370 | | | | | | 97 | | % | | | | 2,144,074 | | | | | | 78 | | % |

| New development | | | | | | $ | 827,900 | | | | | $ | 1,014,935 | | | | | $ | (187,035) | | | | | \-18 | | % | | | | $ | 631,737 | | | | | $ | 383,198 | | | | | 61 | | % | | | | $ | 196,163 | | | | | 31 | | % |

| Total | | | | | | $ | 1,685,446 | | | | | $ | 1,532,617 | | | | | $ | 152,829 | | | | | 10 | | % | | | | $ | 1,107,753 | | | | | $ | 424,864 | | | | | 38 | | % | | | | $ | 577,693 | | | | | 52 | | % |

The increase in renovations, redevelopments and other capital improvements is due primarily to portfolio growth.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

| Contractual Obligations | | | [56](#i3677826131c24cafad0a4b300cb6054a_103) | | |

| Capital Structure | | | [56](#i3677826131c24cafad0a4b300cb6054a_106) | | |

| Summary | | | [58](#i3677826131c24cafad0a4b300cb6054a_112) | | |

| Triple-net | | | [61](#i3677826131c24cafad0a4b300cb6054a_118) | | |

| Outpatient Medical | | | [63](#i3677826131c24cafad0a4b300cb6054a_121) | | |

On March 7, 2022, we announced our intent to complete an UPREIT reorganization.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Seniors Housing Operating | | | | | | $ | 1,118,135 | | | | | 42.4 | | % | | | | 918 | | |

| Triple-net | | | | | | 1,001,135 | | | | | | 37.9 | | % | | | | 614 | | |

| Outpatient Medical | | | | | | 519,199 | | | | | | 19.7 | | % | | | | 369 | | |

| Totals | | | | | | $ | 2,638,469 | | | | | 100.0 | | % | | | | 1,901 | | |

Our asset management process for seniors

We extinguished $687,780,000 of secured debt at a blended average interest rate of 6.21%.

*•*In August 2023, Welltower and Welltower OP entered into the ATM Program (as defined below) pursuant to which we may offer and sell up to $4,000,000,000 of common stock of Welltower from time to time.

*Investments*

| Seniors Housing Operating | | | | | | 52 | | | | | | $ | 2,655,913 | | | | | 5.4% | | |

| Triple-net | | | | | | 66 | | | | | | 1,097,004 | | | | | | 9.4% | | |

| Outpatient Medical | | | | | | 35 | | | | | | 474,058 | | | | | | 6.9% | | |

| Totals | | | | | | 153 | | | | | | $ | 4,226,975 | | | | | 6.6% | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Seniors Housing Operating | | | | | | 23 | | | | | | $ | 453,983 | | | | | $ | 385,128 | | | | | 2.1% | | |

| Triple-net | | | | | | 2 | | | | | | 6,954 | | | | | | 6,391 | | | | | | 5.0% | | |

| Totals | | | | | | 25 | | | | | | $ | 460,937 | | | | | $ | 391,519 | | | | | 2.1% | | |

Excludes properties sold that were recent development conversions.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |

Geographic mix measures the portion of our NOI that relates to our current top five states (or international countries).

| | | | Seniors Housing Operating | | | | | | 42% | | | | | | 41% | | | | | | 35% | | |

| | | | Triple-net | | | | | | 38% | | | | | | 38% | | | | | | 43% | | |

| Financing activities | | | 5,448,647 | | | | | | 2,761,277 | | | | | | 2,687,370 | | | | | | 97 | | % | | | | 1,567,664 | | | | | | 1,193,613 | | | | | | 76 | | % | | | | 3,880,983 | | | | | | 248 | | % |

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| | | | | | | Year Ended | | | | | | | | | | | | One Year Change | | | | | | | | | | | | Year Ended | | | | | | One Year Change | | | | | | | | | | | | Two Year Change | | | | | | | | |

| | | | | | | December 31, | | | | | | December 31, | | | | | | | | | | | | | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| New development | | | | | | $ | 1,014,935 | | | | | $ | 631,737 | | | | | $ | 383,198 | | | | | 61 | | % | | | | $ | 417,963 | | | | | $ | 213,774 | | | | | 51 | | % | | | | $ | 596,972 | | | | | 143 | | % |

| Total | | | | | | $ | 1,532,617 | | | | | $ | 1,107,753 | | | | | $ | 424,864 | | | | | 38 | | % | | | | $ | 700,551 | | | | | $ | 407,202 | | | | | 58 | | % | | | | $ | 832,066 | | | | | 119 | | % |

The increase in overall development and recurring capital expenditures, tenant improvements and lease commissions is due primarily to portfolio growth and increased spending after a contraction during the pandemic.

In April 2022, we closed on an amended $5,200,000,000 unsecured credit facility, increasing our term loan capacity by $500,000,000.

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 15, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

At December 31, [removed: 2023,] [added: 2024,] the Company’s consolidated net real property owned totaled [removed: $37.1] [added: $40.7] billion and its investments in unconsolidated entities totaled [removed: $1.6] [added: $1.8] billion.

During [removed: 2023,] [added: 2024,] the Company recorded impairment losses of [removed: $36.1] [added: $92.8] million related to real property owned and [removed: $35.3 million] [added: no impairment] related to investments in unconsolidated entities.

[removed: This] [added: The] evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the property or a change in management's intent to hold and operate the property.

The Company also evaluates investments in unconsolidated entities for indicators of impairment and, when present, records impairment charges based upon 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 [removed: other than temporary.][added: other-than-temporary.]

When required, the Company estimates the fair value of an investment [removed: and] [added: and, if such fair value is lower than carrying value,] assesses whether any impairment is [removed: other than temporary] [added: other-than-temporary] using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.

We also assessed whether any declines in [added: fair values of] investments in unconsolidated entities were other-than-temporary.

[removed: February 15, 2024][added: | | | | | | | As of 10/1/2024 | | |]

| | | | | | | December 31, [added: 2024 | | | | | | December 31,] 2023 | | | | | | December 31, 2022 | | |

| Land and land improvements | | | | | | $ | [removed: 4,697,824] [added: 5,271,418] | | | | | $ | [removed: 4,249,834] [added: 4,697,824] | |

| Buildings and improvements | | | | | | [removed: 37,796,553] [added: 42,207,735] | | | | | | [removed: 33,651,336] [added: 37,796,553] | | |

| Acquired lease intangibles | | | | | | [removed: 2,166,470] [added: 2,548,766] | | | | | | [removed: 1,945,458] [added: 2,166,470] | | |

| Real property held for sale, net of accumulated depreciation | | | | | | [removed: 372,883] [added: 51,866] | | | | | | [removed: 133,058] [added: 372,883] | | |

| Construction in progress | | | | | | [removed: 1,304,441] [added: 1,219,720] | | | | | | [removed: 1,021,080] [added: 1,304,441] | | |