Item 6. [Reserved]

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

EXECUTIVE SUMMARY
Company Overview			52
Business Strategy			52
Key Transactions			53
Key Performance Indicators, Trends and Uncertainties			54
Corporate Governance			56
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash			56
Off-Balance Sheet Arrangements			57
Contractual Obligations			58
Capital Structure			58
Supplemental Guarantor Information			59
RESULTS OF OPERATIONS
Summary			59
Seniors Housing Operating			61
Triple-net			63
Outpatient Medical			65
Non-Segment/Corporate			66
OTHER
Non-GAAP Financial Measures			67
Critical Accounting Policies and Estimates			74

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

The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.

We are organized in an UPREIT structure. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into Welltower OP, a Delaware limited liability company (the "LLC Conversion"). 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.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Executive Summary

Company Overview

Welltower Inc. (NYSE:WELL), a real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of 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 healthcare experience. Welltower owns interests in properties concentrated in major, high-growth markets in the United States ("U.S."), Canada and the United Kingdom ("U.K."), consisting of seniors housing and post-acute communities and outpatient medical properties.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.707% as of December 31, 2024. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all existing senior unsecured notes.

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

												Percentage of						Number of
Type of Property						NOI(1)						NOI						Properties
Seniors Housing Operating						$	1,511,681					53.7		%				1,156
Triple-net						748,049						26.6		%				592
Outpatient Medical						556,477						19.7		%				371
Totals						$	2,816,207					100.0		%				2,119

(1) Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. Non-segment/Corporate NOI, which includes the loan portfolio, is excluded. See Non-GAAP Financial Measures for additional information and reconciliation.

Business Strategy

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders through annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location.

Substantially all of our revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-term deposits. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

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

To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive 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 conditions, among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.

In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.

For the year ended December 31, 2024, resident fees and services and rental income represented 75% and 20% of total revenues, respectively. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.

Our primary sources of cash include resident fees and services revenue, rental income and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities including through our ATM Program (as defined below), proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI 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 debt and equity securities and the incurrence or assumption of secured debt. Given the general economic conditions during 2023 and 2024, investments were generally funded proactively via issuances of common stock.

Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program. At December 31, 2024, we had $3,506,586,000 of cash and cash equivalents, $204,871,000 of restricted cash and $5,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.

Key Transactions

Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2024:

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

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

• In July 2024, Welltower OP issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029 (the "2029 Exchangeable Notes") unless earlier exchanged, purchased or redeemed. 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%.

• During the year ended December 31, 2024, we issued $197,930,000 of secured debt at a blended average interest rate of 4.27% and assumed $960,300,000 of secured debt at a blended average interest rate of 3.98%.

Inve**stments The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, 2024 (dollars in thousands):

						Properties						Book Amount(1)						Capitalization Rates(2)
Seniors Housing Operating						198						$	4,542,752					7.2%
Triple-net						52						1,126,492						8.4%
Outpatient Medical						1						46,854						7.7%
Totals						251						$	5,716,098					7.5%

(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.

(2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.

Dispositions The following summarizes property dispositions completed during the year ended December 31, 2024 (dollars in thousands):

						Properties						Proceeds(1)						Book Amount(2)						Capitalization Rates(3)
Seniors Housing Operating(4)						31						$	525,462					$	390,226					4.3%
Triple-net(5)						21						195,572						355,580						7.3%
Outpatient Medical(4)						3						49,817						42,761						6.8%
Totals						55						$	770,851					$	788,567					5.7%

(1) Represents net proceeds received upon disposition, excluding non-cash consideration.

(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.

(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price.

(4) Includes the disposition of unconsolidated equity method investments that owned 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.

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 included acquiring the remaining interests in 110 properties from Revera while simultaneously selling interest in 31 properties to Revera. 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. See Note 3 to our consolidated financial statements for further information regarding the transaction.

Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2024 of $0.67 per share. On March 6, 2025, we will pay our 215th consecutive quarterly cash dividend to stockholders of record on February 25, 2025.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.

Operating Performance We believe that net income and net income attributable to common stockholders ("NICS") as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders ("FFO") and consolidated net operating income ("NOI"); however, these supplemental measures are not defined by U.S.

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

GAAP. Please refer to the section entitled "Non-GAAP Financial Measures" for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.

The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Net income						$	972,857					$	358,139					$	160,568
Net income attributable to common stockholders						951,680						340,094						141,214
Funds from operations attributable to common stockholders						2,323,433						1,763,227						1,478,072
Consolidated net operating income						3,160,907						2,690,219						2,301,845

Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"). Please refer to the section entitled "Non-GAAP Financial Measures" for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:

						Year Ended December 31,
						2024						2023						2022
Net debt to book capitalization ratio						26.8%						34.3%						39.5%
Net debt to undepreciated book capitalization ratio						21.6%						27.8%						32.1%
Net debt to enterprise ratio						12.9%						20.9%						29.5%
Interest coverage ratio						5.39x						3.74x						3.73x
Fixed charge coverage ratio						4.99x						3.44x						3.37x
Adjusted interest coverage ratio						5.34x						3.95x						3.94x
Adjusted fixed charge coverage ratio						4.95x						3.64x						3.56x

Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types and excludes interest income earned on our loan portfolio, which is classified as Non-segment/Corporate. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.).

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

The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below:

									Year Ended December 31,(1)
									2024						2023						2022
Property mix:
			Seniors Housing Operating						54%						45%						45%
			Triple-net						27%						34%						34%
			Outpatient Medical						19%						21%						21%
Relationship mix:
			Cogir Management Corporation						7%						4%						3%
			Integra Healthcare Properties						7%						8%						—%
			Sunrise Senior Living						5%						6%						7%
			Avery Healthcare						4%						4%						3%
			Oakmont Management Group						4%						4%						2%
			Remaining						73%						74%						85%
Geographic mix:
			California						11%						12%						14%
			United Kingdom						11%						9%						10%
			Florida						8%						6%						6%
			Texas						8%						8%						8%
			Canada						6%						6%						6%
			Remaining						56%						59%						56%

(1) Excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in "Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements" and "Item 1A — Risk Factors" and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to "Item 1 — Business," "Item 1A — Risk Factors" in this Annual Report on Form 10-K for further discussion of these risk factors.

Corporate Governance

Maintaining investor confidence and trust is important in today's business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.

Liquidity and Capital Resources

Sources and Uses of Cash

Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):

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

			Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
			December 31,						December 31,																		December 31,
			2024						2023						$						%						2022						$						%						$						%
Cash, cash equivalents and restricted cash at beginning of period			$	2,076,083					$	722,292					$	1,353,791					187		%				$	346,755					$	375,537					108		%				$	1,729,328					499		%
Net cash provided from (used in):
Operating activities			2,256,421						1,601,861						654,560						41		%				1,328,708						273,153						21		%				927,713						70		%
Investing activities			(5,514,681)						(5,707,742)						193,061						-3		%				(3,703,815)						(2,003,927)						54		%				(1,810,866)						49		%
Financing activities			4,905,351						5,448,647						(543,296)						-10		%				2,761,277						2,687,370						97		%				2,144,074						78		%
Effect of foreign currency translation			(11,717)						11,025						(22,742)						n/a						(10,633)						21,658						n/a						(1,084)						10		%
Cash, cash equivalents and restricted cash at end of period			$	3,711,457					$	2,076,083					$	1,635,374					79		%				$	722,292					$	1,353,791					187		%				$	2,989,165					414		%

Operating Activities Please see "Results of Operations" for discussion of net income fluctuations. For the years ended December 31, 2024, 2023 and 2022, cash flows provided from operations exceeded cash distributions to stockholders.

Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in "Key Transactions." Please refer to Notes 3 and 5 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						$						%						2022						$						%						$						%
New development						$	827,900					$	1,014,935					$	(187,035)					-18		%				$	631,737					$	383,198					61		%				$	196,163					31		%
Recurring capital expenditures, tenant improvements and lease commissions						290,832						199,359						91,473						46		%				198,576						783						—		%				92,256						46		%
Renovations, redevelopments and other capital improvements						566,714						318,323						248,391						78		%				277,440						40,883						15		%				289,274						104		%
Total						$	1,685,446					$	1,532,617					$	152,829					10		%				$	1,107,753					$	424,864					38		%				$	577,693					52		%

The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. The increase in renovations, redevelopments and other capital improvements is due primarily to portfolio growth.

Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments. Financing activities occurring during the year ended December 31, 2024 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our consolidated financial statements for additional information.

In May 2023, we issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028.

During the year ended December 31, 2023, we sold 53,300,874 shares of common stock under our ATM Programs generating gross proceeds of approximately $4,313,007,000.

In November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.

Off-Balance Sheet Arrangements

At December 31, 2024, we had investments in unconsolidated entities with our ownership generally ranging from 10% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2024, we had 20 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information.

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

Contractual Obligations

The following table summarizes our payment requirements under contractual obligations as of December 31, 2024 (in thousands):

						Payments Due by Period
Contractual Obligations						Total						2025						2026-2027						2028-2029						Thereafter
Senior unsecured notes and term credit facilities:(1)
U.S. Dollar senior unsecured notes						$	10,620,000					$	1,250,000					$	1,200,000					$	3,870,000					$	4,300,000
Canadian Dollar senior unsecured notes(2)						208,290						—						208,290						—						—
Pounds Sterling senior unsecured notes(2)						1,314,600						—						—						688,600						626,000
U.S. Dollar term credit facility						1,010,000						10,000						1,000,000						—						—
Canadian Dollar term credit facility(2)						173,575						—						173,575						—						—
Secured debt:(1,2)
Consolidated						2,467,223						216,034						484,970						552,731						1,213,488
Unconsolidated						851,459						590,357						117,386						66,004						77,712
Contractual interest obligations:(3)
Senior unsecured notes and term loans(2)						3,101,669						480,204						831,079						552,130						1,238,256
Consolidated secured debt(2)						709,148						97,243						173,870						130,332						307,703
Unconsolidated secured debt(2)						46,045						21,014						13,473						7,153						4,405
Financing lease liabilities(4)						455,754						7,883						15,125						10,653						422,093
Operating lease liabilities(4)						2,289,571						79,616						158,926						158,103						1,892,926
Purchase obligations(5)						674,130						538,937						118,452						1,411						15,330
Total contractual obligations						$	23,921,464					$	3,291,288					$	4,495,146					$	6,037,117					$	10,097,913

(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets.

(2) Based on foreign currency exchange rates in effect as of the balance sheet date.

(3) Based on variable interest rates in effect as of December 31, 2024.

(4) See Note 6 to our consolidated financial statements for additional information.

(5) See Note 13 to our consolidated financial statements for additional information. Excludes amounts related to asset acquisitions under contract that have not yet closed as of December 31, 2024.

Capital Structure

Please refer to "Credit Strength" above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2024, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

On April 1, 2022, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or "universal" shelf registration statement on Form S-3 (the "Shelf Form S-3") covering an indeterminate amount of future offerings of Welltower's debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower. On April 1, 2022, Welltower also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan ("DRIP") under which it may issue up to 15,000,000 shares of common stock. On May 3, 2023, Welltower and Welltower OP filed post-effective amendment no. 1 to the Shelf Form S-3 pursuant to which Welltower OP expressly adopted the Shelf Form S-3 as its own registration statement following its statutory conversion from a corporation to a limited liability company. As of February 7, 2025, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. On October 29, 2024, Welltower and Welltower OP entered into an equity distribution agreement with (i) the sales agents and forward sellers named therein and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $5,000,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the "ATM Program"). The ATM Program also allows Welltower to enter into forward sale agreements. As of February 7, 2025, we had $2,697,834,000 of remaining capacity under the ATM Program and there were no

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

outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.

In connection with the filing of the Shelf Form S-3, Welltower also filed with the SEC a prospectus supplement that will continue an offering that was previously covered by a prior registration statement relating to the registration of up to 475,327 shares of common stock of Welltower Inc. (the "DownREIT II Shares") that may be issued from time to time if, and to the extent that, certain holders of Class A units (the "DownREIT II Units") of HCN G&L DownREIT II LLC, a Delaware limited liability company (the "DownREIT II"), tender such DownREIT II Units for redemption by the DownREIT II, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of Welltower (including its permitted successors and assigns, the "Managing Member"), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount. On July 22, 2022, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 300,026 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount. On October 8, 2024, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 23,471,419 shares of common stock of Welltower Inc. (the "Exchanged Shares") that may, under certain circumstances, be issuable upon exchange of 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP and the resale from time to time by the recipients of the Exchanged Shares.

Supplemental Guarantor Information

Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 99.707% owned by Welltower as of December 31, 2024. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities or operations other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.

Results of Operations

Summary

Our primary sources of revenue include resident fees and services revenue, rental income, interest income and interest earned on short-term deposits. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses and other expenses. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures.

This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

During the year ended December 31, 2024, we reclassified loans receivable balances, the related interest income and provision for loan losses from our three operating segments to Non-segment/Corporate to better align with the manner in which the CODM reviews results. Accordingly, the segment information provided in the Results of Operations section has been updated to conform to the current presentation for all periods presented.

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

The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						Amount						%						2022						Amount						%						Amount						%
Net income						$	972,857					$	358,139					$	614,718					172		%				$	160,568					$	197,571					123		%				$	812,289					506		%
NICS						951,680						340,094						611,586						180		%				141,214						198,880						141		%				810,466						574		%
FFO						2,323,433						1,763,227						560,206						32		%				1,478,072						285,155						19		%				845,361						57		%
EBITDA						3,181,911						2,373,450						808,461						34		%				2,007,702						365,748						18		%				1,174,209						58		%
Adjusted EBITDA						3,151,811						2,509,003						642,808						26		%				2,122,399						386,604						18		%				1,029,412						49		%
NOI						3,160,907						2,690,219						470,688						17		%				2,301,845						388,374						17		%				859,062						37		%
Per share data (fully diluted):
Net income attributable to common stockholders (1)						$	1.57					$	0.66					$	0.91					138		%				$	0.30					$	0.36					120		%				$	1.27					423		%
Funds from operations attributable to common stockholders						$	3.82					$	3.40					$	0.42					12		%				$	3.18					$	0.22					7		%				$	0.64					20		%
Interest coverage ratio						5.39x						3.74x						1.65x						44		%				3.73x						0.01x						—		%				1.66x						45		%
Fixed charge coverage ratio						4.99x						3.44x						1.55x						45		%				3.37x						0.07x						2		%				1.62x						48		%
Adjusted interest coverage ratio						5.34x						3.95x						1.39x						35		%				3.94x						0.01x						—		%				1.40x						36		%
Adjusted fixed charge coverage ratio						4.95x						3.64x						1.31x						36		%				3.56x						0.08x						2		%				1.39x						39		%
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.

The following table represents the changes in outstanding common stock for the period from January 1, 2022 to December 31, 2024 (in thousands):

						Year Ended December 31,
						2024						2023						2022						Totals
Beginning balance						564,241						490,508						447,239						447,239
Redemption of OP Units and DownREIT Units						495						336						5						836
Option exercises						18						4						2						24
ATM Program issuances						70,420						53,301						43,093						166,814
Equity issuances						—						20,125						—						20,125
Other, net						115						(33)						169						251
Ending balance						635,289						564,241						490,508						635,289
Weighted average number of shares outstanding:
Basic						602,975						515,629						462,185
Diluted						608,750						518,701						465,158

A portion of our earnings is derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs.