Welltower (WELL) 10-K risk factor changes: FY2025 vs FY2024

In such [removed: case,] [added: cases,] 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 [removed: occurred,] [added: occurred] and are instead provided because future occurrences thereof could adversely affect Welltower.

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

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

As a result, we face operational risks related to, among other things, fluctuations in occupancy experienced during the normal course of business; Medicare and Medicaid reimbursement, if [removed: applicable] [added: applicable,] and private pay rates; economic conditions; labor and employment matters (including increases in the cost of labor for us or our operators or tenants); competition; compliance with federal, state, local and industry-regulated licensure, certification, inspection, fraud and abuse, reimbursement, data privacy, cybersecurity and other laws, regulations and standards, [removed: 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 litigation involving our properties or]

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

However, as the owner [added: and TRS tenant] of the property under a RIDEA structure, we are responsible for, and our financial performance is impacted by, operational and legal risks and liabilities of the property, including those described above, [removed: even though we have] [added: despite our] limited ability to control or influence our operators’ management of these risks.

Revenues from government reimbursement have, and are expected to [removed: continue to,] [added: 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 [removed: agencies may result in reductions in our operators’ or tenants’ revenues and affect our operators’ and tenants’ ability to meet their obligations to us.][added: agencies.]

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, [added: international trade disputes, tariffs, currency fluctuations,] 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 [removed: tenants'] [added: tenants’] revenues, which would in turn affect our results of operations.

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, [added: restrictions on immigration,] increased wages offered by other employers and government regulations.

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

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

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

If we agree to provide construction funding to an operator/tenant and the project is not completed, we may [removed: need to take steps] [added: incur unanticipated expenditures] to ensure completion of the project.

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

We have experienced delays and disruptions to property redevelopment as a result of supply chain issues and construction material and labor [removed: shortages] [added: shortages,] and may experience additional or more significant [removed: such] delays in the future.

We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing [removed: operations, and this could have an adverse effect on our results of operations and financial condition.][added: operations.]

[removed: Acquired] [added: Other] properties [added: we acquire] may be located in new markets, either within or outside the 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 office, hiring and retaining key personnel and unfamiliarity with local governmental [added: oversight, regulation] and permitting [removed: procedures.][added: regimes.]

[removed: As a result, we] [added: We] cannot assure you that we will achieve the economic benefit we expect from [removed: acquisitions,] [added: acquisition,] investment, [removed: development] [added: development,] and redevelopment [removed: opportunities and] [added: opportunities, which] may lead to impairment of such [removed: assets.][added: assets and could have an adverse effect on our results of operations and financial condition.]

As a result, if a liability were asserted against us based 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 [removed: flow.][added: flows.]

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 [removed: properties, including non-elective dispositions,] [added: properties] in a timely manner.

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

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 [removed: might at any][added: may 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; 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.]

We are party to [removed: long-term] management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties.

Although we have the right to terminate [removed: any] [added: many] 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.

Our business and [added: the] operations [added: occurring at properties we own, whether Seniors Housing Operating or Triple-net,] are exposed to risks [removed: from,] [added: from] severe cold and flu seasons or the occurrence of other epidemics, pandemics, widespread illnesses or public health crises, as occurred during the height of the COVID-19 pandemic.

Our revenues and our [removed: operators'] [added: operators’] revenues are dependent on [removed: occupancy and] the occupancy of our [removed: Seniors Housing Operating and Triple-net properties] [added: properties, which] could significantly decrease in the event of a severe cold and flu season, or other epidemics, pandemics, widespread illness or public health crises.

The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) operators and tenants could experience deteriorating financial conditions and be unable or unwilling to [removed: pay] [added: make] payments to us on time [removed: and] [added: and/or] in full; (ii) we may have to restructure [removed: operators'] [added: operators’] or [removed: tenants'] [added: tenants’] obligations and may not be able to do so on terms that are favorable to us; (iii) we may experience increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which introduce additional operational risks including cybersecurity risks; (iv) increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice [removed: employees] [added: employees, including labor shortages,] during periods of widespread illness like at the height of the COVID-19 [removed: pandemic including labor shortages resulting from macroeconomic trends;] [added: pandemic;] and (v) costs of development including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.

We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in [removed: a tenant, operator, borrower, manager or other obligor] [added: their] bankruptcy or insolvency, or that a tenant, operator, borrower, [removed: manager,] [added: manager] or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons.

A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or [added: delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies.]

In some [removed: of those situations,] [added: instances, where] we have [added: transitioned a property to a new tenant, we have] provided working capital loans to and limited indemnification of the new obligor.

If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor [removed: liabilities.][added: liabilities and potential complexities with maintaining our REIT compliance.]

We have operations in the U.K. and Canada, which represent [removed: 10.9%] [added: approximately 20.0%] and [removed: 7.0%] [added: 6.8%] of total Welltower revenues, respectively.

These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated [removed: impact] [added: effects] on [added: tariffs,] our [removed: tenants'] [added: tenants’] supply chain and consumer spending levels; changes in foreign political, regulatory and economic [removed: conditions (regionally, nationally and locally) including, challenges in managing international operations;] [added: conditions;] challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, [added: data privacy, cybersecurity, AI,] employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; [added: export restrictions or other government intervention favoring] local [removed: businesses and cultural factors that differ from our usual standards and practices;] [added: competitors, data localization efforts;] differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles [added: or cultural factors that differ from our usual standards] and [removed: political] [added: practices; geopolitical tensions or conflicts, such as the ongoing conflict between Russia] and [removed: economic instability;] [added: Ukraine] and [added: in the Middle East; and] failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.

Our competitors may offer [removed: space at] rental rates below current market rates or below the rental rates we currently charge our customers, [added: and as a result] we may lose potential customers [removed: and we may] [added: or] be pressured to reduce our rental rates [removed: below those we currently charge] to retain customers when leases expire.

Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the decline of commercial real estate as a result of elevated interest rates, [added: continued] inflation and depressed property values across sectors.

No [removed: assurances] [added: assurance] can be given that we will recognize full value for any property that we are required to sell.

We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, [removed: limits,] [added: limits] and deductibles that we believe are customary for similarly situated companies in our industry and we frequently review our insurance programs and requirements.

[added: Also, we may not be able to require] the same levels of insurance coverage under our lease, [removed: management,] [added: management] and other agreements, which could adversely affect us in the event of a significant uninsured loss.

Finally, our use, and the usage by some of our tenants, operators and managers of self-insurance and/or use of a [removed: wholly owned] [added: wholly-owned] captive insurance company, if not adequately funded, could have a material adverse effect on our liquidity and that of our tenants, operators and managers.

- divestitures may materially affect our financial condition, results of operations, or cash flows

- changes in legislation affecting REITs;

the availability and cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and litigation involving our properties or residents/patients.

For example, the OBBBA contains a provision that, starting in 2028, will require state Medicaid programs to reduce reimbursement rates by 10 percentage points each year until they reach 100% or 110% of what Medicare pays.

This, and other such actions may result in reductions in our operators’ or tenants’ revenues and affect our operators’ and tenants’ ability to meet their obligations to us.

The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other healthcare providers that provide comparable services for residents and patients, including on the basis of

We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy.

The largest component of the transactions we announced in 2025 is the acquisition of a real estate portfolio of seniors housing communities in the U.K. for £5.2 billion.

Divestitures may materially affect our financial condition, results of operations or cash flows

We continually evaluate the performance of different facets of our business in connection with our business strategy and have and may in the future seek to divest all or part of our interest in certain portfolios or business lines.

For example, during the year ended December 31, 2025, we entered into a definitive agreement to sell an outpatient medical portfolio for a sales price of approximately $7.2 billion.

Divestitures can involve risk, such as difficulties in obtaining requisite consents to complete the transaction, separating operations, services and personnel, and might require significant management attention that would otherwise be devoted to our ongoing business.

In the future, we may not be able to complete divestitures on terms favorable to us or at all.

The success of these transactions will be subject to market conditions, availability of financing for prospective buyers and other circumstances beyond our control.

Healthcare properties are often highly customizable, and we may encounter difficulty finding a buyer when we decide to divest from all or a portion of a portfolio or a business.

Further, there is no guarantee that the completion of divestitures, which may be subject to various conditions, will be consummated in accordance with the anticipated timing, on anticipated terms, or at all.

If we do not complete these activities in a timely manner, or do not realize anticipated cost savings, synergies and efficiencies, or we incur unanticipated costs, it could negatively impact our business, financial condition, results of operations and cash flows.

Further, our operations are exposed to political, regulatory, economic, tax and operational risks that could materially adversely affect our business, financial condition and results of operations.

These operations may be adversely impacted by continued macroeconomic uncertainty in the U.K., caused by geopolitical tensions or conflicts, elevated inflation and interest rates and volatility in energy markets, including supply constraints and higher energy prices.

This uncertainty could result in labor market challenges affecting the cost, recruitment and retention of employees, currency fluctuations and volatility in commodity prices, credit and capital markets.

We may be adversely affected by changing laws and regulation, including restrictions related to REIT ownership

The laws and regulations that apply to us and our operators, managers and tenants are complex and may change rapidly, or new laws and regulations that apply to us may be enacted.

Any new laws, regulations or changes in scope, interpretation or enforcement of the regulatory framework applicable to us could require us or our operators, managers or tenants to make changes to our or their business or operations, respectively, or to invest significant resources in order to comply.

We are subject

to a number of regulatory frameworks that may change over time, such as rules governing data protection, environmental compliance, competition, real estate and labor and employment rules.

Additionally, at various times, legislation potentially limiting REIT ownership and investment in healthcare properties has been introduced or has been under discussion at the federal, state and local level, including laws that would restrict REIT investment in the healthcare sector, reduce tax benefits for REITs that own healthcare properties or require burdensome approvals for, or significantly delay the ability of, healthcare entities to transact with REITs.

Such legislation could have a material adverse effect on our ability to own or invest in healthcare real estate, the value of our properties and our ability to sell properties at prices on terms acceptable or favorable to us.

Further the impact that the OBBBA may have on our business remains uncertain, but it is projected to decrease federal health care spending by approximately $1 trillion by reducing Medicaid spending and enrollment and making changes to federal Medicare spending.

If so, this could adversely affect these tenants’

A bank failure or other event affecting

Our portfolio has historically been impacted by such events in various geographies, resulting at times in severe property damage.

Beyond immediate disasters, long-term shifts in climate patterns, such as changes in precipitation and temperature, could result in further physical damage to our communities or a decrease in demand for properties in affected areas.

While we believe our insurance coverage and that of our tenants is currently appropriate based on industry practice and consultant analysis, we remain subject to the risk that such coverage will not fully account for all losses.

Intensifying natural disasters and extreme weather events, coupled with the current economic climate, have affected the capacity of insurers to underwrite risk.

This has led to increased premiums and deductibles, or limited availability of coverage altogether.

Responding to these insurance limitations or to the direct effects of climate change may require significant capital expenditures without a corresponding increase in revenue.

(For further information, see “Item 1A — Risk Factors — Our Tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses.”)

Our business faces an evolving landscape of climate-related mandates.

Several states in which we operate have enacted or proposed statutes and regulations addressing climate change and sustainability, while others have introduced divergent or conflicting policies.

If our properties fail to meet emerging resilience or energy efficiency standards, or fall below the expectations of operators and residents, our business and competitive position could be harmed.

residents/patients.

employees.

Our operators and managers could encounter increased competition in the future that could limit their ability to attract residents and employees or expand their businesses.

Some of our acquisitions may not prove to be successful.

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; 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.

delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies.

In some instances, we have terminated our lease with a tenant and relet the property to another tenant.

Further, our operations in the U.K. may be adversely impacted by global and local economic volatility experienced as a result of geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and in the Middle East, elevated inflation and interest rates, the energy crisis that has seen supply shortages and higher oil, gas and electricity prices, volatility in commodity prices, credit and capital markets, an increase in cybersecurity incidents, as well as labor market challenges affecting the cost, recruitment and retention of employees.

Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.

Also, we may not be able to require

This may be especially the case due to increases in property insurance costs as a result of extreme weather events or otherwise.

Further the impact that the results of the 2024 Presidential and Congressional elections and potential subsequent developments may have on health reform (including through new legislative, executive or regulatory efforts) remains uncertain, and any changes will likely take time to unfold and could have an impact on coverage and reimbursement for healthcare items and services covered by plans that were authorized by the Health Reform Laws.

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.

In particular, we estimate the return on our investment based on expected construction costs, lease up velocity, occupancy, rental rates, operating expenses, capital costs and future competition.

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.

While we believe, given current industry practice and analysis prepared by outside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, wildfires, freeze events, earthquakes, tornadoes, floods, wildfires and other severe weather conditions and natural disasters, including the effects of climate change.

We are always subject to the risk that such insurance will not fully cover all losses and depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including the costs associated with evacuation.

Moreover, an increase in volatility and difficulty predicting adverse weather events, such as the changes in tornado patterns in recent years, may result in additional losses.

Also, changes in federal and state legislation and regulation relating to climate change could result in increased capital expenditures to improve the energy efficiency and resiliency of our existing properties and could also necessitate us to spend more on our new development properties without a corresponding increase in revenue.

To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.

Should the impact of climate change be material, including significant property damage to or destruction of our communities, or occur for lengthy periods of time, our financial

condition or results of operations may be adversely affected.

In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.

Such laws may be

Investors and other stakeholders have become increasingly focused on understanding how companies address a variety of sustainability factors.

We supplement our participation in ratings systems with published disclosures of our sustainability activities, but some investors may desire other disclosures that we do not provide.

We have made, and expect to continue to make, such commitments and disclosures related to sustainability initiatives and goals.

Other impacts related to sustainability matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business.

Our business may also face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets and objectives that we announce, and our methodologies and timelines for pursuing them.

Our

other liquid assets to meet the 90% distribution requirement.

Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent.

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

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ | | | | | | % | | | | | | [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| Resident fees and services | | | | | | $ | [removed: 6,027,149] [added: 8,452,996] | | | | | $ | [removed: 4,753,804] [added: 6,027,149] | | | | | $ | [removed: 1,273,345] [added: 2,425,847] | | | | | [removed: 27] [added: 40] | | % | | | | $ | [removed: 4,173,711] [added: 4,753,804] | | | | | $ | [removed: 580,093] [added: 1,273,345] | | | | | [removed: 14] [added: 27] | | % | | | | $ | [removed: 1,853,438] [added: 3,699,192] | | | | | [removed: 44] [added: 78] | | % |

| Total revenues | | | | | | [removed: 6,035,461] [added: 8,489,095] | | | | | | [removed: 4,763,547] [added: 6,035,461] | | | | | | [removed: 1,271,914] [added: 2,453,634] | | | | | | [removed: 27] [added: 41] | | % | | | | [removed: 4,237,550] [added: 4,763,547] | | | | | | [removed: 525,997] [added: 1,271,914] | | | | | | [removed: 12] [added: 27] | | % | | | | [removed: 1,797,911] [added: 3,725,548] | | | | | | [removed: 42] [added: 78] | | % |

| Property operating expenses | | | | | | [removed: 4,523,780] [added: 6,199,620] | | | | | | [removed: 3,655,508] [added: 4,523,780] | | | | | | [removed: 868,272] [added: 1,675,840] | | | | | | [removed: 24] [added: 37] | | % | | | | [removed: 3,292,045] [added: 3,655,508] | | | | | | [removed: 363,463] [added: 868,272] | | | | | | [removed: 11] [added: 24] | | % | | | | [removed: 1,231,735] [added: 2,544,112] | | | | | | [removed: 37] [added: 70] | | % |

| Depreciation and amortization | | | | | | [removed: 1,107,116] [added: 1,550,042] | | | | | | [removed: 906,771] [added: 1,107,116] | | | | | | [removed: 200,345] [added: 442,926] | | | | | | [removed: 22] [added: 40] | | % | | | | [removed: 854,800] [added: 906,771] | | | | | | [removed: 51,971] [added: 200,345] | | | | | | [removed: 6] [added: 22] | | % | | | | [removed: 252,316] [added: 643,271] | | | | | | [removed: 30] [added: 71] | | % |

| Interest expense | | | | | | [removed: 42,949] [added: 72,435] | | | | | | [removed: 56,509] [added: 42,949] | | | | | | [removed: (13,560)] [added: 29,486] | | | | | | [removed: \-24] [added: 69] | | % | | | | [removed: 34,833] [added: 56,509] | | | | | | [removed: 21,676] [added: (13,560)] | | | | | | [removed: 62] [added: \-24] | | % | | | | [removed: 8,116] [added: 15,926] | | | | | | [removed: 23] [added: 28] | | % |

| [added: | | |] Loss (gain) on extinguishment of debt, net | | | | | | [removed: 1,711] [added: 3,089] | | | | | | — | | | | | | [removed: 1,711] [added: 3,089] | | | | | | n/a | | | | | | [removed: 386] [added: 7] | | | | | | [removed: (386)] [added: (7)] | | | | | | \-100 | | % | | | | [removed: 1,325] [added: 3,082] | | | | | | [removed: 343] [added: n/a] | | [removed: %] |

| Impairment of assets | | | | | | [removed: 85,564] [added: 37,757] | | | | | | [removed: 24,999] [added: 85,564] | | | | | | [removed: 60,565] [added: (47,807)] | | | | | | [removed: 242] [added: \-56] | | % | | | | [removed: 13,146] [added: 24,999] | | | | | | [removed: 11,853] [added: 60,565] | | | | | | [removed: 90] [added: 242] | | % | | | | [removed: 72,418] [added: 12,758] | | | | | | [removed: 551] [added: 51] | | % |

| Income (loss) from continuing operations before income taxes and other items | | | | | | [removed: 177,906] [added: 430,379] | | | | | | [removed: 22,788] [added: 177,906] | | | | | | [removed: 155,118] [added: 252,473] | | | | | | [removed: 681] [added: 142] | | % | | | | [removed: (23,686)] [added: 22,788] | | | | | | [removed: 46,474] [added: 155,118] | | | | | | [removed: 196] [added: 681] | | % | | | | [removed: 201,592] [added: 407,591] | | | | | | [removed: 851] [added: n/a] | | [removed: %] |

| Income (loss) from unconsolidated entities | | | | | | [removed: 1,376] [added: (31,470)] | | | | | | [removed: (70,940)] [added: 1,376] | | | | | | [removed: 72,316] [added: (32,846)] | | | | | | [removed: 102] [added: n/a] | | [removed: %] | | | | [removed: (53,507)] [added: (70,940)] | | | | | | [removed: (17,433)] [added: 72,316] | | | | | | [removed: \-33] [added: 102] | | % | | | | [removed: 54,883] [added: 39,470] | | | | | | [removed: 103] [added: 56] | | % |

| Gain (loss) on real estate dispositions and acquisitions of controlling interests, net | | | | | | [removed: 134,082] [added: 53,776] | | | | | | [removed: 68,290] [added: 134,082] | | | | | | [removed: 65,792] [added: (80,306)] | | | | | | [removed: 96] [added: \-60] | | % | | | | [removed: 5,794] [added: 68,290] | | | | | | [removed: 62,496] [added: 65,792] | | | | | | [removed: n/a] [added: 96] | | [added: %] | | | | [removed: 128,288] [added: (14,514)] | | | | | | [removed: n/a] [added: \-21] | | [added: %] |

| Income (loss) from continuing operations | | | | | | [removed: 313,364] [added: 452,685] | | | | | | [removed: 20,138] [added: 313,364] | | | | | | [removed: 293,226] [added: 139,321] | | | | | | [removed: n/a] [added: 44] | | [added: %] | | | | [removed: (71,399)] [added: 20,138] | | | | | | [removed: 91,537] [added: 293,226] | | | | | | [removed: 128] [added: n/a] | | [removed: %] | | | | [removed: 384,763] [added: 432,547] | | | | | | [removed: 539] [added: 2,148] | | % |

| Net income (loss) | | | | | | [removed: 313,364] [added: 452,685] | | | | | | [removed: 20,138] [added: 313,364] | | | | | | [removed: 293,226] [added: 139,321] | | | | | | [removed: n/a] [added: 44] | | [added: %] | | | | [removed: (71,399)] [added: 20,138] | | | | | | [removed: 91,537] [added: 293,226] | | | | | | [removed: 128] [added: n/a] | | [removed: %] | | | | [removed: 384,763] [added: 432,547] | | | | | | [removed: 539] [added: n/a] | | [removed: %] |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | [removed: (2,694)] [added: (36)] | | | | | | [removed: (5,975)] [added: (2,694)] | | | | | | [removed: 3,281] [added: 2,658] | | | | | | [removed: 55] [added: 99] | | % | | | | [removed: (15,689)] [added: (5,975)] | | | | | | [removed: 9,714] [added: 3,281] | | | | | | [removed: 62] [added: 55] | | % | | | | [removed: 12,995] [added: 5,939] | | | | | | [removed: 83] [added: 99] | | % |

| Net income (loss) attributable to common stockholders | | | | | | $ | [removed: 316,058] [added: 452,721] | | | | | $ | [removed: 26,113] [added: 316,058] | | | | | $ | [removed: 289,945] [added: 136,663] | | | | | [removed: n/a] [added: 43] | | [added: %] | | | | $ | [removed: (55,710)] [added: 26,113] | | | | | $ | [removed: 81,823] [added: 289,945] | | | | | [removed: 147] [added: n/a] | | [removed: %] | | | | $ | [removed: 371,768] [added: 426,608] | | | | | [removed: 667] [added: 1,634] | | % |

Resident fees and services [removed: revenue and] [added: revenue,] property operating expenses [added: and depreciation and amortization] for the year ended December 31, [removed: 2024] [added: 2025] increased compared to the prior year primarily due to [removed: acquisitions, construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout the year.][added: acquisitions.]

Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during [removed: 2024.][added: 2025.]

The following is a summary of our SSNOI at [removed: Welltower's] [added: Welltower’s] share for the Seniors Housing Operating segment [removed: (dollars in] [added: (in] thousands):

| | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | $ | | | | | | % | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | $ | | | | | | % | | |

(1) Relates to [removed: 660] [added: 875] properties for the QTD Pool and [removed: 545] [added: 638] properties for the YTD Pool.

Please see Non-GAAP Financial Measures [added: below] for additional information and reconciliations.

During the year ended December 31, [removed: 2023,] [added: 2025,] we recorded impairment charges of [removed: $24,999,000] [added: $37,757,000] related to [removed: seven] [added: ten] properties.

The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with [removed: acquisitions] [added: acquisitions, including those associated with the Barchester, HC-One] and [removed: operator transitions.][added: Care UK business combinations referred to above.]

Changes in the gain on [removed: sales] [added: real estate dispositions and acquisitions] of [removed: properties] [added: controlling interests, net] are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our consolidated financial statements.

To the extent [added: that] we [removed: acquire] [added: acquire, classify as held for sale] or dispose of additional properties in the future, [removed: our provision for depreciation and amortization] [added: these amounts] will change accordingly.

During the year ended December 31, [removed: 2024,] [added: 2025,] we completed Seniors Housing Operating construction conversions representing [removed: $778,834,000] [added: $937,300,000] or [removed: $550,413] [added: $343,333] per unit.

| [removed: As of] [added: | | | | | |] December 31, [added: 2025 | | | | | | December 31,] 2024 | | | | | | [added: $] | | | | | | [added: %] | | | | | | [added: December 31, 2025] | | | | | | [added: December 31, 2024] | | | [added: | | | $ | | | | | | % | | |]

Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, [added: fluctuations in foreign currency rates,] extinguishments and principal amortizations.

The following is a summary of our Seniors Housing Operating segment property secured debt principal activity [removed: (dollars in] [added: (in] thousands):

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Beginning balance | | | | | | $ | [removed: 1,955,048] [added: 2,042,583] | | | | | $ | [removed: 1,701,939] [added: 1,955,048] | | | | | $ | [removed: 1,599,522] [added: 1,701,939] | |

| Debt transferred | | | | | | [removed: 27,084] [added: —] | | | | | | [removed: —] [added: 27,084] | | | | | | [removed: 32,478] [added: —] | | |

| Debt issued | | | | | | [removed: 197,930] [added: 4,871] | | | | | | [removed: 385,115] [added: 197,930] | | | | | | [removed: 113,183] [added: 385,115] | | |

| Debt assumed | | | | | | [removed: 427,725] [added: 469,130] | | | | | | [removed: 381,837] [added: 427,725] | | | | | | [removed: 288,522] [added: 381,837] | | |

| Debt extinguished | | | | | | [removed: (303,081)] [added: (259,621)] | | | | | | [removed: (486,825)] [added: (303,081)] | | | | | | [removed: (227,910)] [added: (486,825)] | | |

| Debt disposed | | | | | | [removed: (164,640)] [added: —] | | | | | | [removed: —] [added: (164,640)] | | | | | | — | | |

| Principal payments | | | | | | [removed: (41,220)] [added: (55,255)] | | | | | | [removed: (47,672)] [added: (41,220)] | | | | | | [removed: (47,399)] [added: (47,672)] | | |

| [removed: Foreign] [added: Effect of foreign] currency [added: translation] | | | | | | [removed: (56,263)] [added: 43,027] | | | | | | [removed: 20,654] [added: (56,263)] | | | | | | [removed: (56,457)] [added: 20,654] | | |

| Ending balance | | | | | | $ | [removed: 2,042,583] [added: 2,244,735] | | | | | $ | [removed: 1,955,048] [added: 2,042,583] | | | | | $ | [removed: 1,701,939] [added: 1,955,048] | |

| Other income | | | | | | 36,099 | | | | | | 8,312 | | | | | | 27,787 | | | | | | 334 | | % | | | | 9,743 | | | | | | (1,431) | | | | | | \-15 | | % | | | | 26,356 | | | | | | 271 | | % |

| NOI(1) | | | | | | 2,289,475 | | | | | | 1,511,681 | | | | | | 777,794 | | | | | | 51 | | % | | | | 1,108,039 | | | | | | 403,642 | | | | | | 36 | | % | | | | 1,181,436 | | | | | | 107 | | % |

| Loss (gain) on extinguishment of debt, net | | | | | | 6,156 | | | | | | 1,711 | | | | | | 4,445 | | | | | | 260 | | % | | | | — | | | | | | 1,711 | | | | | | n/a | | | | | | 6,156 | | | | | | n/a | | |

| Other expenses | | | | | | 192,706 | | | | | | 96,435 | | | | | | 96,271 | | | | | | 100 | | % | | | | 96,972 | | | | | | (537) | | | | | | \-1 | | % | | | | 95,734 | | | | | | 99 | | % |

| | | | | | | 1,859,096 | | | | | | 1,333,775 | | | | | | 525,321 | | | | | | 39 | | % | | | | 1,085,251 | | | | | | 248,524 | | | | | | 23 | | % | | | | 773,845 | | | | | | 71 | | % |

See Note 3 to our consolidated financial statements for descriptions of our acquisitions during 2025 and 2024, including the acquisitions of the Barchester and HC-One portfolios in October 2025 and the Care UK acquisition in October 2024.

Additional drivers of the increase include construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout 2024.

| 2025 | | | | | | 85.1% | | | | | | 85.6% | | | | | | 86.9% | | | | | | 87.4% | | |

| SSNOI(1) | | | | | | $ | 467,842 | | | | | $ | 387,280 | | | | | $ | 80,562 | | | | | 20.8 | | % | | | | $ | 1,483,893 | | | | | $ | 1,225,971 | | | | | $ | 257,922 | | | | | 21.0 | | % |

The increase in other income during the year ended December 31, 2025 is primarily related to the management fee earned for the investment management services provided for Seniors Housing Fund I LP during 2025.

Changes in the gain on

dispositions of real estate and acquisition of noncontrolling interests, net are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our consolidated financial statements.

| As of December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2026 | | | | | | 18 | | | | | | 1,904 | | | | | | $ | 116,865 | | | | | $ | 374,274 | |

| 2027 | | | | | | 17 | | | | | | 1,569 | | | | | | 293,412 | | | | | | 193,572 | | |

| 2028 | | | | | | 5 | | | | | | 287 | | | | | | 82,749 | | | | | | 30,130 | | |

| TBD(2) | | | | | | 6 | | | | | | | | | | | | | | | | | | 63,083 | | |

| Total | | | | | | 46 | | | | | | | | | | | | | | | | | | $ | 661,059 | |

The fluctuation in income (loss) from unconsolidated entities during the year ended December 31, 2025 is primarily related to hypothetical liquidation at book value (“HLBV”) adjustments to our unconsolidated entities (refer Note 2 for additional information).

| NOI(1) | | | | | | 1,163,813 | | | | | | 748,049 | | | | | | 415,764 | | | | | | 56 | | % | | | | 844,912 | | | | | | (96,863) | | | | | | \-11 | | % | | | | 318,901 | | | | | | 38 | | % |

| Interest expense | | | | | | 15,632 | | | | | | 6,918 | | | | | | 8,714 | | | | | | 126 | | % | | | | (65) | | | | | | 6,983 | | | | | | n/a | | | | | | 15,697 | | | | | | n/a | | |

| Impairment of assets | | | | | | 38,290 | | | | | | 5,658 | | | | | | 32,632 | | | | | | 577 | | % | | | | 11,098 | | | | | | (5,440) | | | | | | \-49 | | % | | | | 27,192 | | | | | | 245 | | % |

| | | | | | | 375,879 | | | | | | 282,211 | | | | | | 93,668 | | | | | | 33 | | % | | | | 247,516 | | | | | | 34,695 | | | | | | 14 | | % | | | | 128,363 | | | | | | 52 | | % |

The increase in rental income is primarily related to acquisitions that occurred during the year ended December 31, 2025.

See Note 3 to our consolidated financial statements for additional information.

| SSNOI(1) | | | | | | $ | 150,602 | | | | | $ | 146,941 | | | | | $ | 3,661 | | | | | 2.5 | | % | | | | $ | 520,949 | | | | | $ | 506,549 | | | | | $ | 14,400 | | | | | 2.8 | | % |

Please see Non-GAAP Financial Measures below for additional information and reconciliations.

| | | | Impairment of assets | | | | | | 45,236 | | | | | | 1,571 | | | | | | 43,665 | | | | | | n/a | | | | | | — | | | | | | 1,571 | | | | | | n/a | | | | | | 45,236 | | | | | | n/a | | |

| | | | | | | | | | 268,142 | | | | | | 269,516 | | | | | | (1,374) | | | | | | \-1 | | % | | | | 276,141 | | | | | | (6,625) | | | | | | \-2 | | % | | | | (7,999) | | | | | | \-3 | | % |

On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated outpatient medical properties for approximately $7.2 billion.

The disposition will occur in tranches expected to close through mid-2026.

As of December 31, 2025 we have disposed of 241 properties with a gross sales price of approximately $5,224,900,000 and gain on real estate dispositions of $881,413,000.

For the year ended December 31, 2025, rental income and property operating expenses decreased primarily due to the properties sold during the fourth quarter.

The decrease in depreciation and amortization is primarily attributable to the above mentioned disposition meeting the held for sale criteria.

| | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | $ | | | | | | % | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | $ | | | | | | % | | |

| SSNOI(1) | | | | | | $ | 23,778 | | | | | $ | 23,223 | | | | | $ | 555 | | | | | 2.4 | | % | | | | $ | 83,298 | | | | | $ | 81,245 | | | | | $ | 2,053 | | | | | 2.5 | | % |

Please see Non-GAAP Financial Measures below for additional information and reconciliations.

During the year ended December 31, 2025, we recorded an impairment charge of $45,236,000 related to four properties.

As of December 31, 2025, we have one consolidated Outpatient Medical construction project in process with a

construction in progress balance of $34,645,000, excluding overhead and capitalized interest.

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

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

| 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 | | % |

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

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

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

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

Depreciation and amortization has increased as a result of acquisitions and segment transitions.

| 2025 | | | | | | 18 | | | | | | 2,978 | | | | | | $ | 174,735 | | | | | $ | 705,248 | |

| 2026 | | | | | | 9 | | | | | | 1,321 | | | | | | 254,900 | | | | | | 105,684 | | |

| TBD(2) | | | | | | 3 | | | | | | | | | | | | | | | | | | 46,665 | | |

| Total | | | | | | 30 | | | | | | | | | | | | | | | | | | $ | 857,597 | |

Income from unconsolidated entities during the year ended December 31, 2023 includes other-than-temporary impairment charges of $35,293,000, primarily related to unconsolidated management companies.

| NOI(1) | | | | | | 748,049 | | | | | | 844,912 | | | | | | (96,863) | | | | | | \-11 | | % | | | | 746,228 | | | | | | 98,684 | | | | | | 13 | | % | | | | 1,821 | | | | | | — | | % |

| Interest expense | | | | | | 6,918 | | | | | | (65) | | | | | | 6,983 | | | | | | n/a | | | | | | 963 | | | | | | (1,028) | | | | | | \-107 | | % | | | | 5,955 | | | | | | 618 | | % |

| Impairment of assets | | | | | | 5,658 | | | | | | 11,098 | | | | | | (5,440) | | | | | | \-49 | | % | | | | 3,595 | | | | | | 7,503 | | | | | | 209 | | % | | | | 2,063 | | | | | | 57 | | % |

| | | | | | | 282,211 | | | | | | 247,516 | | | | | | 34,695 | | | | | | 14 | | % | | | | 235,067 | | | | | | 12,449 | | | | | | 5 | | % | | | | 47,144 | | | | | | 20 | | % |

These write-offs relate to leases for which the collection of substantially all contractual lease payments was no longer deemed probable, due primarily to agreements reached to convert Triple-net properties to Seniors Housing Operating RIDEA structures.

These decreases are partially offset by acquisitions during the relevant periods.

As part of the substantial exit of the Genesis HealthCare operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities from Genesis HealthCare to Complete Care Management in the second quarter of 2021.

As part of the March 2021 transaction, we entered into a forward sale agreement for the seven properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable.

As of March 31, 2023, the right of use assets related to the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet.

On May 1, 2023, we executed a series of transactions that included the assignment of the leasehold interest to a newly formed tri-party unconsolidated joint venture comprised of Aurora Health Network, Peace Capital (an affiliate of Complete Care Management) and us, and culminated with the closing of the purchase option by the joint venture.

The transactions resulted in net cash proceeds to us of $104,240,000 after our retained interest of $11,571,000 in the joint venture and a gain from the loss of control and derecognition of the leasehold interest of $65,485,000, which we recorded in other income within our Consolidated Statements of Comprehensive Income during the year ended December 31, 2023.

| SSNOI(1) | | | | | | $ | 146,864 | | | | | $ | 141,036 | | | | | $ | 5,828 | | | | | 4.1 | | % | | | | $ | 530,520 | | | | | $ | 508,056 | | | | | $ | 22,464 | | | | | 4.4 | | % |

| | | | Impairment of assets | | | | | | 1,571 | | | | | | — | | | | | | 1,571 | | | | | | n/a | | | | | | 761 | | | | | | (761) | | | | | | \-100 | | % | | | | 810 | | | | | | 106 | | % |

| | | | | | | | | | 269,516 | | | | | | 276,141 | | | | | | (6,625) | | | | | | \-2 | | % | | | | 261,072 | | | | | | 15,069 | | | | | | 6 | | % | | | | 8,444 | | | | | | 3 | | % |

Rental income increased due primarily to acquisitions and construction conversions that occurred during 2023 and 2024.

If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase.

For the year ended December 31, 2024, our consolidated Outpatient Medical portfolio signed 384,643 square feet of new leases and 1,992,131 square feet of renewals.

The weighted average term of these leases was eight years, with a rate of $42.22 per square foot and tenant improvement and lease commission costs of $30.50 per square foot.

Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 2.0% to 6.5%.

The fluctuations in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during 2023 and 2024.

To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.

| SSNOI(1) | | | | | | $ | 129,752 | | | | | $ | 128,417 | | | | | $ | 1,335 | | | | | 1.0 | | % | | | | $ | 481,635 | | | | | $ | 472,136 | | | | | $ | 9,499 | | | | | 2.0 | | % |

No impairment was recorded in 2023.

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

| Expected Conversion Year | | | | | | Properties | | | | | | Square Feet | | | | | | Anticipated Remaining Funding | | | | | | Construction in Progress Balance | | |

| 2025 | | | | | | 7 | | | | | | 646,940 | | | | | | $ | 110,664 | | | | | $ | 256,505 | |

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

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

| | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Senior unsecured notes | | | | | | $ | [removed: 12,142,890] [added: 12,700,485] | | | | | $ | [removed: (471,517)] [added: (575,958)] | | | | | $ | [removed: 12,800,253] [added: 12,142,890] | | | | | $ | [removed: (515,723)] [added: (471,517)] | |

| Secured debt | | | | | | [removed: 2,225,542] [added: 2,334,830] | | | | | | [removed: (94,922)] [added: (98,414)] | | | | | | [removed: 1,625,364] [added: 2,225,542] | | | | | | [removed: (58,066)] [added: (94,922)] | | |

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $1,425,256,000] [added: $4,064,010,000] outstanding related to our variable-rate debt after considering the effects of interest rate swaps.

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

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 U.K. Based solely on our results for the year ended December 31, [removed: 2024,] [added: 2025,] 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 [removed: $15,000,000.][added: $38,000,000.]

program.

| Totals | | | | | | $ | 15,035,315 | | | | | $ | (674,372) | | | | | $ | 14,368,432 | | | | | $ | (566,439) | |

Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $40,640,000 At December 31, 2024, we had $1,425,256,000 of outstanding variable-rate debt.

We have entered into various foreign currency debt obligations.

As of December 31, 2025, the total principal amount of foreign currency debt obligations was $4,661,360,000, including $1,411,725,000 denominated in Pounds Sterling and $3,249,635,000 denominated in Canadian Dollars.

Fluctuations in the exchange rates between these foreign currencies and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency debt obligations at maturity.

If the U.S. Dollar would have been weaker or stronger by 1% in comparison to these foreign currencies as of December 31, 2025, we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by approximately $46,614,000.

We are also party to foreign currency forward and cross currency forward swap contracts.

As of December 31, 2025, the total notional amount of cross currency interest rate swap contracts was $18,093,155,000, including $11,872,886,000 denominated in Pounds Sterling and $6,220,269,000 denominated in Canadian Dollars.

If the U.S. Dollar weakened or strengthened by 1% in comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $180,932,000.

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

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

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

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

At December 31, 2023, we had $1,496,447,000 of outstanding variable-rate debt.

Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $14,964,000.

To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value.

The following table summarizes the results of the analysis performed (dollars in thousands):

| | | | | | | Carrying value | | | | | | Change in fair value | | | | | | Carrying value | | | | | | Change in fair value | | |

| Foreign currency exchange contracts | | | | | | $ | 99,931 | | | | | $ | 3,077 | | | | | $ | 10,811 | | | | | $ | 5,087 | |

| Debt designated as hedges | | | | | | 1,488,175 | | | | | | 14,882 | | | | | | 1,527,380 | | | | | | 15,274 | | |

| Totals | | | | | | $ | 1,588,106 | | | | | $ | 17,959 | | | | | $ | 1,538,191 | | | | | $ | 20,361 | |

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

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.707%] [added: 98.378%] as of December 31, [removed: 2024.][added: 2025.]

References to “we,” “us,” “our” or the “Company” mean collectively Welltower, Welltower OP and those entities/subsidiaries [removed: owned] [added: wholly-owned] or controlled by Welltower and/or Welltower OP.

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: 2024.][added: 2025.]

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

Our Seniors Housing Operating properties include [removed: seniors apartments,] [added: wellness housing,] independent living and independent supportive living, continuing care retirement communities, assisted living, [removed: Alzheimer's/dementia] [added: Alzheimer’s/dementia] care and include care homes with or without nursing (U.K.), [removed: which assist] [added: and are focused on assisting] with activities of daily living that preserve a [removed: person's] [added: person’s] mobility and [added: providing] social systems to promote cognitive engagement.

[removed: We] [added: Properties can be held in joint venture entities with operating partners and we may] utilize the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 [removed: ("RIDEA"),] [added: (“RIDEA”),] which is commonly referred to as a “RIDEA” structure.

[removed: *Seniors Apartments* Seniors apartments] [added: *Wellness Housing* Wellness housing] generally [removed: refer] [added: refers] to age-restricted or age-targeted multi-unit housing with self-contained living units for older adults, usually aged [removed: 55+] [added: 55+,] who are able to care for themselves.

[removed: Seniors apartments] [added: Wellness housing communities] generally do not offer [removed: other] additional services such as meals.

Our Seniors Housing Operating segment accounted for [removed: 76%, 72%] [added: 78%, 76%] and 72% of total revenues for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

As of December 31, [removed: 2024,] [added: 2025,] we had relationships with [removed: 53] [added: 62] partners to manage our Seniors Housing Operating properties.

[removed: In each instance,] [added: Generally,] our partner provides management services to the properties pursuant to an incentive-based management contract.

For the year ended December 31, [removed: 2024, Sunrise Senior Living,] [added: 2025, Care UK,] Cogir Management Company and [removed: Oakmont Management Group] [added: Sunrise Senior Living] accounted for [removed: 13%, 11%] [added: 14%, 12%] and [removed: 11%] [added: 10%] of Seniors Housing Operating Segment [removed: revenues.][added: revenues, respectively.]

Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, [removed: Alzheimer's/dementia] [added: Alzheimer’s/dementia] care and care homes with or without nursing (U.K.) [added: as each is] described above, as well as long-term/post-acute care.

Our [added: Triple-net] properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases.

[removed: Skilled] [added: Our long-term/post-acute care portfolio predominantly consists of skilled] nursing/post-acute care [removed: refers to licensed daily rate or rental properties] [added: facilities] where most [removed: individuals] [added: residents] require 24-hour nursing and/or medical care.

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: 96%] [added: 96.9%] of our triple-net properties were subject to master leases.

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

Our Triple-net segment accounted for [removed: 10%, 13%] [added: 11%, 10%] and 13% of total revenues for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

For the year ended December 31, [removed: 2024,] [added: 2025,] our revenues related to our relationship with Integra Healthcare Properties [removed: ("Integra")] [added: (“Integra”)] accounted for approximately [removed: 27%] [added: 16%] of our Triple-net segment revenues and [removed: 3%] [added: 2%] of total revenues.

[removed: Approximately 88%] [added: As] of [added: December 31, 2025, approximately 91% 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).

As of December 31, [removed: 2024, 63%] [added: 2025, 66%] of our portfolio included leases with full pass [removed: through, 30%] [added: through of expenses to the tenant, 24%] with a partial [removed: 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 [removed: seven] [added: eight] years at December 31, [removed: 2024] [added: 2025] and are often credit enhanced by security deposits, guarantees and/or letters of credit.

Our Outpatient Medical segment accounted for [removed: 10%, 11%] [added: 7%, 10%] and [removed: 12%] [added: 11%] of total revenues for each of the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

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

[removed: Our] [added: For example, 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.

As of December 31, [removed: 2024,] [added: 2025,] we had outstanding construction investments of [removed: $1,219,720,000] [added: $738,859,000] and were committed to provide additional funds of approximately [removed: $540,297,000] [added: $493,027,000] to complete construction for consolidated investment properties.

We also provide [removed: for] construction loans which, depending on the terms and conditions, could be treated as loans or investments in unconsolidated entities.

Real estate loans consist of mortgage loans and other real estate loans [removed: which] [added: that] are primarily collateralized by a [removed: first, second or third] [added: first] mortgage lien, a leasehold mortgage on, or an assignment of [removed: the partnership interest] [added: interests] in the [added: legal entity or entities directly and/or indirectly owning the] related properties, corporate guarantees and/or personal guarantees.

As of December 31, [removed: 2024,] [added: 2025,] we had outstanding loans, net of allowances, of [removed: $2,027,586,000] [added: $2,082,265,000] with an interest yield of approximately [removed: 10.3%] [added: 8.9%] per annum.

The loans outstanding as of December 31, [removed: 2024] [added: 2025] 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.

As of December 31, [removed: 2024,] [added: 2025,] we had investments in unconsolidated entities of [removed: $1,768,772,000.][added: $1,809,590,000.]

Our investments in unconsolidated entities generally represent interests ranging from [removed: 10%] [added: 8%] to 95% in real estate assets.

We have made loans related to [removed: 25] [added: 22] properties with a carrying value of [removed: $941,216,000] [added: $897,724,000] as of December 31, [removed: 2024,] [added: 2025,] which are classified as in substance real estate investments.

The consolidated financial statements are in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of our [removed: wholly owned] [added: wholly-owned] subsidiaries and joint venture entities that we control, through voting rights or other means.

- Maintained top 30% (3rd decile) ISS Quality Score ranking for each of Environment and [removed: Social][added: Social;]

- [removed: Maintained] [added: Preserved] Prime status under the ISS-ESG Corporate Rating for the [removed: sixth] [added: seventh] consecutive year;

- Maintained GRESB Green Star status for the [removed: fourth] [added: fifth] consecutive [removed: year;] [added: year, earning 29 out of 30 possible points in the Management component;] and

[removed: Among other things, we] [added: We] support seven employee network groups [removed: ("ENGs")] [added: (“ENGs”)] including women, families, racial and ethnic minorities, military, young professionals and those who identify as LGBTQI+ and their allies.

The Welltower Charitable Foundation will provide a 100% match of [added: employee donations to verified 501(c)(3) organizations, up to $2,500 per employee per calendar year.]

Welltower Inc. (NYSE:WELL), a real estate investment trust (“REIT”) and S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada.

Our portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults.

Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business System - our end-to-end platform - we aspire to deliver long-term compounding of per share growth for our existing investors.

*Outpatient Medical Buildings* Our remaining outpatient medical portfolio, exclusive of held for sale properties, primarily consists of triple-net leased properties leased to investment grade healthcare providers.

expense reimbursement (modified gross) and 10% with no expense reimbursement (gross).

In evaluating potential investments, we allocate capital with a singular focus on generating long-term compounding of per share earnings growth for existing shareholders.

We seek to partner with aligned, high quality operators who demonstrate the staying power to perform across cycles, and to invest at a compelling basis that provides a meaningful margin of safety.

Our capital is deployed into real estate in affluent micro-markets benefitting from secular demand in an effort to generate durable cash flow growth.

We seek to structure investments to protect downside risk and avoid the risk of permanent capital loss while allowing for sustained long-term growth.

Additionally, our investments in unconsolidated entities include investments made through our private funds management business.

Data Science, Artificial Intelligence (“AI”) and Welltower Business System (“WBS”)

We collect data related to our portfolio of over 2,500 properties, which allows us key advantages in selecting investment locations, products, price points and partners for our properties, as well as insights into our potential competition, anticipated costs and other metrics.

Our data science team, led by doctorate-level statisticians and mathematicians is focused on building and refining proprietary statistical models and algorithms to project financial performance, predict lease-up and occupancy trends, identify specific locations by product type and assess targeted supply-demand dynamics.

Using the data science platform, the data science team prepares a report as a typical initial step in our underwriting process for evaluating virtually every potential seniors housing investment opportunity.

This report is then reviewed by our investment committee when evaluating such opportunities.

As our properties continuously produce new data and we acquire more properties, the data science platform scales and becomes more precise in its predictive analytics and has enabled us to conduct broad and deep analysis across our focus markets.

These predictive tools inform the platform’s supply/demand analysis, location analytics, comparative and predictive

modeling, investment and capital expenditure analytics and revenue and asset management capabilities by allowing quick insights regarding demand, prospective consumer and depth of the local labor market, as well as improved risk assessment and increased comfort in our underwriting process as markets evolve.

We are integrating AI into our data science platform to assist in analyzing and extracting more insights from our internal documents.

Additionally, we have created internal generative AI chatbots, using our proprietary information to interact with and answer queries by our employees about our human resources and other relevant policies and other internal-facing matters.

In addition to supporting investment selection and underwriting, we use standardized data, technology and operating practices to support execution across our seniors housing operating partner network in our end-to-end operating platform, WBS.

WBS is intended to support our operating partners through process standardization, shared services and data and technology enablement, centralizing certain repeatable activities that can be performed more efficiently at scale.

WBS provides site-level teams with standardized data and operational insights to support day-to-day decision-making and improve the resident and employee experience.

Implementation is phased and conducted in collaboration with our operating partners, and we monitor adoption and effectiveness through standardized KPIs and reporting routines.

*Strategic Growth Through Leadership and Organizational Development* In 2025, we supported several leadership transitions designed to strengthen our long-term leadership bench and ensure continuity across the organization.

We introduced the Welltower Tech Quad, appointing leaders in data, innovation, information, and technology to accelerate digital transformation, modernize infrastructure, and enhance analytics capabilities.

We also promoted key leaders from Finance and Investments into newly created Executive Vice President roles, including a new function supporting Asset Management.

These transitions reinforce our ongoing focus on leadership development, succession, strength, and strategic growth.

*Cultural and Employee Development* In 2025, we continued to prioritize an inclusive and respectful workplace.

Our civil treatment and inclusive leadership programs were delivered throughout the year, supporting our commitment to fostering a culture where employees feel values, respected and equipped to perform at their best.

Additionally, we continued to focus on retaining and developing high-performing talent across the organization.

This included completing a company-wide market study, expanding our compensation data sources and redesigning salary structures to ensure strong market alignment.

In addition to competitive pay, our programs include comprehensive health coverage, retirement plans with strong matching programs, an employee stock program, tuition assistance, extended mental health support and paid leave offerings that support work-life integration.

Throughout 2025, we expanded our wellness programs, strengthened family-care benefits and introduced new tools and resources to help employees better manage their health and personal responsibilities to ensure we keep wellbeing a top priority.

To enhance collaboration, synergy and organizational velocity we transitioned back to a five-day in-office workweek.

This decision was grounded in our belief that in-person connection creates the conditions for more effective teamwork, sustained innovation and a culture of continuous incremental progress to uphold the high-performance standards that define who we are.

See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their

CON and licensure laws may limit the number of potential operators of our tenant healthcare facilities, which could reduce the value of such properties if put up for sale.

The recently-passed “One Big Beautiful Bill Act” or “OBBBA” may impact the availability of Medicaid reimbursement but may also expand the availability of states to obtain waivers for home and community based services, as discussed below.

In June 2023, CMS began

Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of 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 healthcare experience.

Welltower™, a real estate investment trust (“REIT”), 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, post-acute communities and outpatient medical properties.

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 as a result of annual increases in net operating income and portfolio growth.

Properties are often held in joint venture entities with operating partners.

Our long-term/post-acute care properties generally offer skilled nursing/post-acute care, inpatient rehabilitation and long-term acute care services.

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

Long-term acute care properties provide inpatient services for patients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care properties.

*Outpatient Medical Buildings* Demand for outpatient medical services is growing as more procedures are performed safely and efficiently outside the hospital setting.

State-of-the-art outpatient centers are needed in accessible, consumer-friendly locations.

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

Our outpatient medical portfolio is primarily self-managed and consists mainly of multi-tenant properties leased to healthcare providers.

Our leases typically include increasers and some form of operating expense reimbursement by the tenant.

No single tenant exceeds 20% of segment revenues or total revenues.

Our portfolio creates opportunities to connect partners across the continuum of care and drive efficiency.

In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry.

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 needs and market conditions.

- Achieved a MSCI ESG ("Environmental, Social and Governance") rating of AA;

- Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the sixth consecutive year and maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program, for the fourth consecutive year;

- Named to the Bloomberg Gender-Equality Index for the sixth consecutive year;

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.

As of December 31, 2024, our U.S. employees self-identified as follows:

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

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

| Ethnicity | | | | | | Male | | | | | | Female | | | | | |

| Asian | | | | | | 9 | | % | | | | 11 | | % | | | |

| Black or African American | | | | | | 5 | | % | | | | 9 | | % | | | |

| Hispanic or Latino | | | | | | 12 | | % | | | | 11 | | % | | | |

| Native Hawaiian or Other Pacific Islander | | | | | | — | | % | | | | — | | % | | | |

| Two or More Races | | | | | | 3 | | % | | | | 2 | | % | | | |

| White | | | | | | 71 | | % | | | | 67 | | % | | | |

| | | | | | | 100 | | % | | | | 100 | | % | | | |

| Gender | | | | | | 54 | | % | | | | 46 | | % | | | |

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, our nine Directors self-identified as follows:

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

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

For the fiscal year ended December 31, [removed: 2024][added: 2025]

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: $63,435,707,000.][added: $102,303,567,000.]

As of February [removed: 7, 2025,] [added: 6, 2026,] the registrant had [removed: 641,308,062] [added: 697,752,530] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May [removed: 22, 2025,] [added: 21, 2026,] are incorporated by reference into Part III.

[removed: 2024] [added: 2025] FORM 10-K ANNUAL REPORT

| Item 1. | | | Business | | | [removed: [2](#i8b3796de618a45e4bffdf8825687c2ff_16)] [added: [2](#i786149bc3f974f2f9c4d5cd8480c2234_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [29](#i8b3796de618a45e4bffdf8825687c2ff_52)] [added: [30](#i786149bc3f974f2f9c4d5cd8480c2234_49)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [45](#i8b3796de618a45e4bffdf8825687c2ff_55)] [added: [46](#i786149bc3f974f2f9c4d5cd8480c2234_52)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [45](#i8b3796de618a45e4bffdf8825687c2ff_58)] [added: [46](#i786149bc3f974f2f9c4d5cd8480c2234_55)] | | |

| Item 2. | | | Properties | | | [removed: [47](#i8b3796de618a45e4bffdf8825687c2ff_61)] [added: [49](#i786149bc3f974f2f9c4d5cd8480c2234_58)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [48](#i8b3796de618a45e4bffdf8825687c2ff_64)] [added: [50](#i786149bc3f974f2f9c4d5cd8480c2234_61)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [48](#i8b3796de618a45e4bffdf8825687c2ff_67)] [added: [50](#i786149bc3f974f2f9c4d5cd8480c2234_64)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [49](#i8b3796de618a45e4bffdf8825687c2ff_73)] [added: [51](#i786149bc3f974f2f9c4d5cd8480c2234_70)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [50](#i8b3796de618a45e4bffdf8825687c2ff_76)] [added: [52](#i786149bc3f974f2f9c4d5cd8480c2234_73)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [51](#i8b3796de618a45e4bffdf8825687c2ff_79)] [added: [53](#i786149bc3f974f2f9c4d5cd8480c2234_76)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [77](#i8b3796de618a45e4bffdf8825687c2ff_160)] [added: [79](#i786149bc3f974f2f9c4d5cd8480c2234_157)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [79](#i8b3796de618a45e4bffdf8825687c2ff_163)] [added: [81](#i786149bc3f974f2f9c4d5cd8480c2234_160)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [122](#i8b3796de618a45e4bffdf8825687c2ff_271)] [added: [131](#i786149bc3f974f2f9c4d5cd8480c2234_271)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [122](#i8b3796de618a45e4bffdf8825687c2ff_274)] [added: [131](#i786149bc3f974f2f9c4d5cd8480c2234_274)] | | |

| Item 9B. | | | Other Information | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_277)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_277)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_277)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_277)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_283)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_283)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_286)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_286)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_289)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_289)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_292)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_292)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [124](#i8b3796de618a45e4bffdf8825687c2ff_295)] [added: [133](#i786149bc3f974f2f9c4d5cd8480c2234_295)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [126](#i8b3796de618a45e4bffdf8825687c2ff_301)] [added: [135](#i786149bc3f974f2f9c4d5cd8480c2234_304)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [132](#i8b3796de618a45e4bffdf8825687c2ff_304)] [added: [141](#i786149bc3f974f2f9c4d5cd8480c2234_307)] | | |

| | | | Signature | | | [142](#i786149bc3f974f2f9c4d5cd8480c2234_310) | | |


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

We have implemented and [removed: maintain] [added: maintained] various information security processes designed to identify, assess and manage material risks from cybersecurity threats.

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

The Chief Technology Officer also leads our [removed: Cyber Security] [added: Cybersecurity] Working Group, which is comprised of a cross-functional team including Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders.

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

Despite our efforts to improve our ability, and the ability of relevant third [removed: parties',] [added: parties,] to protect against cyber threats, we may not be able to protect all information, systems, products and services.

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

securely processing personal, confidential, financial, sensitive or proprietary and other types of information.

The following table sets forth certain information regarding the properties that comprise our consolidated net real estate investments, exclusive of real estate loan investments designated as non-segment/corporate as of December 31, [removed: 2024] [added: 2025] (dollars in thousands):

(1) Represents revenue for the month ended December 31, [removed: 2024] [added: 2025,] annualized.

| Seniors Housing Operating(3) | | | | | | [removed: 84.7%] [added: 87.5%] | | | | | | [removed: 81.8%] [added: 84.7%] | | | | | | $ | [removed: 58,519] [added: 63,625] | | | | | $ | [removed: 52,709] [added: 58,519] | | | | | per unit | | |

| Triple-net(4) | | | | | | [removed: 83.3%] [added: 73.1%] | | | | | | [removed: 78.6%] [added: 83.3%] | | | | | | [removed: 16,600] [added: 24,461] | | | | | | [removed: 15,492] [added: 16,600] | | | | | | per bed/unit | | |

| Outpatient Medical(5) | | | | | | [removed: 94.6%] [added: 95.8%] | | | | | | [removed: 94.8%] [added: 94.6%] | | | | | | [removed: 39] [added: 34] | | | | | | [removed: 37] [added: 39] | | | | | | per sq. ft. | | |

The following table sets forth information regarding operating lease expirations for certain portions of our portfolio as of December 31, [removed: 2024] [added: 2025] (dollars in thousands):

| | | | | | | [removed: 2025 | | | | | |] 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | 2032 | | | | | | 2033 | | | | | | 2034 | | | | | | [added: 2035 | | | | | |] Thereafter | | | | | |

Investments classified as held for sale are included in [removed: 2025.][added: 2026.]

| Alabama | | | | | | 11 | | | $ | 167,706 | | $ | 33,553 | | | | | — | | | $ | — | | $ | — | | | | | — | | | $ | — | | $ | — | |

| Arkansas | | | | | | 3 | | | 81,239 | | | 15,900 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Arizona | | | | | | 13 | | | 389,774 | | | 78,565 | | | | | | — | | | — | | | — | | | | | | 3 | | | 14,402 | | | 2,926 | | |

| California | | | | | | 113 | | | 3,986,062 | | | 1,137,128 | | | | | | 23 | | | 399,113 | | | 67,329 | | | | | | 23 | | | 589,530 | | | 78,927 | | |

| Colorado | | | | | | 24 | | | 809,111 | | | 176,238 | | | | | | 7 | | | 198,022 | | | 18,510 | | | | | | — | | | — | | | — | | |

| Connecticut | | | | | | 9 | | | 379,767 | | | 89,120 | | | | | | 5 | | | 94,175 | | | 9,501 | | | | | | — | | | — | | | — | | |

| District Of Columbia | | | | | | 2 | | | 209,203 | | | 27,502 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Delaware | | | | | | 6 | | | 58,918 | | | 31,810 | | | | | | 6 | | | 74,115 | | | 7,870 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 45 | | | 1,674,993 | | | 346,988 | | | | | | 85 | | | 1,245,712 | | | 172,084 | | | | | | 4 | | | 40,570 | | | 15,516 | | |

| Georgia | | | | | | 21 | | | 495,965 | | | 93,806 | | | | | | 3 | | | 34,696 | | | 3,494 | | | | | | 11 | | | 177,240 | | | 29,798 | | |

| Hawaii | | | | | | 1 | | | 79,838 | | | 27,286 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 10 | | | 116,262 | | | 38,927 | | | | | | 6 | | | 31,652 | | | 3,307 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 8 | | | 168,382 | | | 19,223 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Illinois | | | | | | 37 | | | 638,498 | | | 258,361 | | | | | | 19 | | | 175,037 | | | 18,509 | | | | | | 3 | | | 53,917 | | | 11,542 | | |

| Indiana | | | | | | 22 | | | 498,047 | | | 132,529 | | | | | | 18 | | | 181,891 | | | 29,666 | | | | | | — | | | — | | | — | | |

| Kansas | | | | | | 9 | | | 122,239 | | | 50,800 | | | | | | 4 | | | 57,090 | | | 9,229 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 10 | | | 191,539 | | | 38,265 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 9 | | | 184,943 | | | 62,164 | | | | | | 1 | | | 4,167 | | | — | | | | | | 1 | | | 19,642 | | | 1,705 | | |

| Massachusetts | | | | | | 23 | | | 1,069,869 | | | 218,157 | | | | | | 9 | | | 258,007 | | | 19,636 | | | | | | — | | | — | | | — | | |

| Maryland | | | | | | 12 | | | 674,699 | | | 173,355 | | | | | | 10 | | | 100,191 | | | 35,717 | | | | | | 3 | | | 38,467 | | | 10,005 | | |

| Maine | | | | | | 1 | | | 24,109 | | | 12,908 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 46 | | | 709,800 | | | 226,852 | | | | | | 10 | | | 107,802 | | | 22,980 | | | | | | 2 | | | 45,344 | | | 5,330 | | |

| Minnesota | | | | | | 21 | | | 490,663 | | | 122,752 | | | | | | — | | | — | | | — | | | | | | 2 | | | 19,451 | | | 6,129 | | |

| Missouri | | | | | | 13 | | | 446,194 | | | 72,135 | | | | | | 1 | | | 12,104 | | | — | | | | | | 1 | | | 10,147 | | | 12,609 | | |

| Mississippi | | | | | | 5 | | | 74,922 | | | 30,028 | | | | | | — | | | — | | | — | | | | | | 1 | | | 12,493 | | | 1,847 | | |

| Montana | | | | | | 3 | | | 52,884 | | | 13,561 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 17 | | | 831,453 | | | 132,681 | | | | | | 49 | | | 435,717 | | | 76,164 | | | | | | 2 | | | 188,492 | | | 17,804 | | |

| North Dakota | | | | | | 1 | | | 12,139 | | | 1,604 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 8 | | | 90,706 | | | 21,298 | | | | | | — | | | — | | | — | | | | | | 1 | | | 10,663 | | | 2,306 | | |

| New Hampshire | | | | | | 3 | | | 78,712 | | | 10,008 | | | | | | 8 | | | 118,169 | | | 12,956 | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 30 | | | 854,057 | | | 283,456 | | | | | | 30 | | | 683,823 | | | 70,788 | | | | | | — | | | — | | | — | | |

| New Mexico | | | | | | 1 | | | 31,355 | | | 3,777 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nevada | | | | | | 7 | | | 116,983 | | | 39,454 | | | | | | — | | | — | | | — | | | | | | 2 | | | 33,128 | | | 4,630 | | |

| New York | | | | | | 42 | | | 920,258 | | | 247,738 | | | | | | 3 | | | 32,673 | | | 2,959 | | | | | | 8 | | | 206,004 | | | 20,094 | | |

| Ohio | | | | | | 61 | | | 1,297,256 | | | 322,062 | | | | | | 31 | | | 221,702 | | | 38,977 | | | | | | — | | | — | | | — | | |

| Oklahoma | | | | | | 17 | | | 235,211 | | | 91,697 | | | | | | 7 | | | 9,098 | | | 2,375 | | | | | | 5 | | | 35,995 | | | 5,672 | | |

| Oregon | | | | | | 13 | | | 160,630 | | | 59,195 | | | | | | 1 | | | 2,167 | | | 964 | | | | | | — | | | — | | | — | | |

| Pennsylvania | | | | | | 33 | | | 676,719 | | | 203,106 | | | | | | 49 | | | 551,222 | | | 103,948 | | | | | | 2 | | | 37,454 | | | 4,752 | | |

| Rhode Island | | | | | | — | | | — | | | — | | | | | | 3 | | | 28,761 | | | 3,876 | | | | | | — | | | — | | | — | | |

| South Carolina | | | | | | 10 | | | 336,833 | | | 56,127 | | | | | | 6 | | | 21,748 | | | 5,994 | | | | | | — | | | — | | | — | | |

| 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 | | |

There were [removed: 2,156] [added: 1,974] stockholders of record as of February [removed: 7, 2025.][added: 6, 2026.]

The graph and table below [removed: compares] [added: compare] the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index.

[removed: 2019] [added: 2020] equals $100 and dividends are assumed to be reinvested.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | | | | | | | |

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] are as shown in the table below:

During the three months ended December 31, [removed: 2024, no OP Units were] [added: 2025, we] redeemed [added: 1,033,852 OP units] for common shares.

We expect to finance any share repurchases using available cash and may [removed: use proceeds from borrowings or debt offerings.]

We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, [removed: 2024.][added: 2025.]

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.04 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.10 | | | | | | | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 137.00 | | | | | | 108.00 | | | | | | 153.10 | | | | | | 219.00 | | | | | | 328.20 | | | | | | | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 143.30 | | | | | | 108.34 | | | | | | 123.21 | | | | | | 133.97 | | | | | | 137.83 | | | | | | | | |

| October 1, 2025 through October 31, 2025 | | | | | | 627 | | | | | | $ | 176.89 | | | | | — | | | | | | $ | 3,000,000,000 | |

| November 1, 2025 through November 30, 2025 | | | | | | 2,000 | | | | | | 175.12 | | | | | | — | | | | | | 3,000,000,000 | | |

| December 1, 2025 through December 31, 2025 | | | | | | 3,115 | | | | | | 175.12 | | | | | | — | | | | | | 3,000,000,000 | | |

| Totals | | | | | | 5,742 | | | | | | $ | 175.31 | | | | | — | | | | | | $ | 3,000,000,000 | |

During the three months ended December 31, 2025, we sold 1,286,848 shares of common stock in private placements in connection with acquisitions of certain properties and other transactions and arrangements, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

use proceeds from borrowings or debt offerings.

| 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 | | |

| December 1, 2024 through December 31, 2024 | | | | | | 383 | | | | | | 134.88 | | | | | | — | | | | | | 3,000,000,000 | | |

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

| Company Overview | | | [removed: [52](#i8b3796de618a45e4bffdf8825687c2ff_85)] [added: [54](#i786149bc3f974f2f9c4d5cd8480c2234_82)] | | |

| Business Strategy | | | [removed: [52](#i8b3796de618a45e4bffdf8825687c2ff_88)] [added: [54](#i786149bc3f974f2f9c4d5cd8480c2234_85)] | | |

| Key Transactions | | | [removed: [53](#i8b3796de618a45e4bffdf8825687c2ff_91)] [added: [55](#i786149bc3f974f2f9c4d5cd8480c2234_88)] | | |

| Key Performance Indicators, Trends and Uncertainties | | | [removed: [54](#i8b3796de618a45e4bffdf8825687c2ff_94)] [added: [56](#i786149bc3f974f2f9c4d5cd8480c2234_91)] | | |

| Corporate Governance | | | [removed: [56](#i8b3796de618a45e4bffdf8825687c2ff_97)] [added: [58](#i786149bc3f974f2f9c4d5cd8480c2234_94)] | | |

| Sources and Uses of Cash | | | [removed: [56](#i8b3796de618a45e4bffdf8825687c2ff_103)] [added: [58](#i786149bc3f974f2f9c4d5cd8480c2234_100)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [57](#i8b3796de618a45e4bffdf8825687c2ff_106)] [added: [59](#i786149bc3f974f2f9c4d5cd8480c2234_103)] | | |

| Contractual [removed: Obligations] [added: interest obligations:(4)] | | | [removed: [58](#i8b3796de618a45e4bffdf8825687c2ff_109)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Supplemental Guarantor Information | | | [removed: [59](#i8b3796de618a45e4bffdf8825687c2ff_115)] [added: [61](#i786149bc3f974f2f9c4d5cd8480c2234_112)] | | |

| Seniors Housing Operating | | | [removed: [61](#i8b3796de618a45e4bffdf8825687c2ff_124)] [added: [63](#i786149bc3f974f2f9c4d5cd8480c2234_121)] | | |

| Non-Segment/Corporate | | | [removed: [66](#i8b3796de618a45e4bffdf8825687c2ff_133)] [added: [68](#i786149bc3f974f2f9c4d5cd8480c2234_130)] | | |

| Non-GAAP Financial Measures | | | [removed: [67](#i8b3796de618a45e4bffdf8825687c2ff_139)] [added: [69](#i786149bc3f974f2f9c4d5cd8480c2234_136)] | | |

| Critical Accounting Policies and Estimates | | | [removed: [74](#i8b3796de618a45e4bffdf8825687c2ff_157)] [added: [76](#i786149bc3f974f2f9c4d5cd8480c2234_154)] | | |

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.707%] [added: 98.378%] as of December 31, [removed: 2024.][added: 2025.]

The following table summarizes our consolidated portfolio for the year ended December 31, [removed: 2024] [added: 2025] (dollars in thousands):

For the year ended December 31, [removed: 2024,] [added: 2025,] resident fees and services and rental income represented [removed: 75%] [added: 78%] and [removed: 20%] [added: 18%] of total revenues, respectively.

New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, [added: equity issuances,] internally generated cash and the proceeds from investment dispositions.

It is also likely that investment dispositions may occur in the [removed: future.][added: future and we expect to reinvest the proceeds from any investment dispositions in new investments.]

[removed: To] [added: In] the [removed: extent] [added: event] that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $3,506,586,000] [added: $5,033,678,000] of cash and cash equivalents, [removed: $204,871,000] [added: $175,861,000] of restricted cash and $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: 2024:][added: 2025:]

- In October [removed: 2024,] [added: 2025,] we entered into [removed: an equity distribution agreement whereby] [added: the ATM Program pursuant to which] we may offer and sell up to [removed: $5,000,000,000] [added: $7,500,000,000] of common stock, which replaced our prior equity distribution agreement dated [removed: April, 2024,] [added: March 28, 2025,] allowing us to sell up to [removed: $3,500,000,000 aggregate amount] [added: $7,500,000,000] of [removed: our] common stock (collectively, along with other previous agreements, referred to as the [removed: "ATM Programs").][added: “ATM Programs”).]

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

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

[removed: - In] [added: Also in] July 2024, we closed on an expanded $5,000,000,000 unsecured revolving credit facility, which replaced our $4,000,000,000 existing line of credit.

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

- During the year ended December 31, [removed: 2024,] [added: 2025,] we extinguished [removed: $450,720,000 of secured debt at a blended average interest rate of 6.13% and disposed $359,140,000] [added: $346,964,000] of secured debt at a blended average interest rate of [removed: 4.79%.][added: 5.16%.]

- During the year ended December 31, [removed: 2024,] [added: 2025,] we issued [removed: $197,930,000] [added: $4,871,000] of secured debt at a blended average interest rate of [removed: 4.27%] [added: 3.89%] and assumed [removed: $960,300,000] [added: $469,130,000] of secured debt at a blended average interest rate of [removed: 3.98%.][added: 4.45%.]

*Investments* The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, [removed: 2024] [added: 2025] (dollars in thousands):

*Dispositions* The following summarizes property dispositions completed during the year ended December 31, [removed: 2024] [added: 2025] (dollars in thousands):

(4) Includes the disposition of unconsolidated equity method investments that owned [removed: six] [added: 16] Seniors Housing Operating [removed: properties and one Outpatient Medical property.][added: properties.]

(5) Excludes [removed: $79,695,000] [added: $342,201,000] of net real property derecognized related to [removed: four] [added: 30] properties upon the reclassification [removed: of one lease] from operating to sales-type [added: leases] and includes [removed: $297,000,000] [added: $465,198,000] of net real property derecognized [removed: in the third quarter] related to [removed: 11] [added: 40] properties upon reclassification [removed: of one lease] from operating to sales-type [added: leases] for which the underlying properties were sold and the sales-type lease terminated [removed: in] [added: during] the [removed: fourth quarter.][added: year.]

[added: (3)] See Note [removed: 5] [added: 11] to our consolidated financial statements for [removed: further information regarding the transactions.][added: additional information.]

[added: (5)] See Note [removed: 3] [added: 6] to our consolidated financial statements for [removed: further information regarding the transaction.][added: additional information.]

*Dividends* Our Board of Directors declared a cash dividend for the quarter ended December 31, [removed: 2024] [added: 2025] of [removed: $0.67] [added: $0.74] per share.

On March [removed: 6, 2025,] [added: 10, 2026,] we will pay our [removed: 215th] [added: 219th] consecutive quarterly cash dividend to stockholders of record on February 25, [removed: 2025.][added: 2026.]

Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders [removed: ("FFO")] [added: (“FFO”)] and consolidated net operating income [removed: ("NOI");] [added: (“NOI”);] however, these supplemental measures are not defined by U.S. [added: GAAP.]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | | | | $ | [removed: 972,857] [added: 961,837] | | | | | $ | [removed: 358,139] [added: 972,857] | | | | | $ | [removed: 160,568] [added: 358,139] | |

| Net income attributable to common stockholders | | | | | | [removed: 951,680] [added: 936,845] | | | | | | [removed: 340,094] [added: 951,680] | | | | | | [removed: 141,214] [added: 340,094] | | |

| Capital Structure | | | [60](#i786149bc3f974f2f9c4d5cd8480c2234_109) | | |

| Summary | | | [61](#i786149bc3f974f2f9c4d5cd8480c2234_118) | | |

| Triple-net | | | [65](#i786149bc3f974f2f9c4d5cd8480c2234_124) | | |

| Outpatient Medical | | | [67](#i786149bc3f974f2f9c4d5cd8480c2234_127) | | |

We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP LLC.

Welltower OP LLC is generally the borrower under, and Welltower Inc. is the guarantor of, the unsecured notes described in Note 11 to our consolidated financial statements.

Welltower Inc. (NYSE:WELL), a real estate investment trust (“REIT”) and S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada.

Our portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults.

| Seniors Housing Operating | | | | | | $ | 2,289,475 | | | | | 57.2 | | % | | | | 1,786 | | |

| Triple-net | | | | | | 1,163,813 | | | | | | 29.1 | | % | | | | 811 | | |

| Outpatient Medical | | | | | | 548,699 | | | | | | 13.7 | | % | | | | 129 | | |

| Totals | | | | | | $ | 4,001,987 | | | | | 100.0 | | % | | | | 2,726 | | |

Our external property management partners manage and monitor the Outpatient Medical portfolio.

- In June 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity.

Additionally, we completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035.

- In August 2025, we completed a follow-on issuance of $400,000,000 of 4.5% senior unsecured notes due 2030 and $600,000,000 of 5.125% senior unsecured notes due 2035.

These notes are fungible with and form a single series with the notes of the applicable series issued in June 2025.

- In October 2025, we issued $2,747,615,000 of Canadian-denominated unsecured term loans (approximately $1,959,967,000 based on the Canadian/U.S. Dollar exchange rates upon funding).

The term loans mature on October 9, 2026, and bear interest at adjusted CORRA plus 0.30%.

| Seniors Housing Operating | | | | | | 624 | | | | | | $ | 12,618,092 | | | | | 6.8% | | |

| Triple-net | | | | | | 324 | | | | | | 6,521,788 | | | | | | 10.4% | | |

| Outpatient Medical | | | | | | 1 | | | | | | 24,128 | | | | | | 5.8% | | |

| Totals | | | | | | 949 | | | | | | $ | 19,164,008 | | | | | 8.1% | | |

| Seniors Housing Operating(4) | | | | | | 37 | | | | | | $ | 556,859 | | | | | $ | 499,509 | | | | | 9.0% | | |

| Triple-net(5) | | | | | | 58 | | | | | | 1,152,913 | | | | | | 696,018 | | | | | | 7.2% | | |

| Outpatient Medical | | | | | | 242 | | | | | | 4,930,425 | | | | | | 3,904,036 | | | | | | 6.3% | | |

| Totals | | | | | | 337 | | | | | | $ | 6,640,197 | | | | | $ | 5,099,563 | | | | | 6.7% | | |

*Amica Senior Lifestyles Acquisition*

In March 2025, we announced a definitive agreement to acquire a portfolio of 38 seniors housing communities and nine development parcels for aggregate consideration of C$4.6 billion.

The portfolio will be operated by Amica Senior Lifestyles and is expected to close in early 2026, subject to customary closing conditions and regulatory approvals.

earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

| | | | Care UK | | | | | | 5% | | | | | | 3% | | | | | | 1% | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | $ | | | | | | % | | | | | | 2023 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| Total | | | | | | $ | 1,487,994 | | | | | $ | 1,685,446 | | | | | $ | (197,452) | | | | | \-12 | | % | | | | $ | 1,532,617 | | | | | $ | 152,829 | | | | | 10 | | % | | | | $ | (44,623) | | | | | \-3 | | % |

Please also refer to Note 10 for additional information.

See “Key Transactions” for a description of 2025 financing activities.

*Foreign Currency Translation* The change in cash from foreign currency translation during the twelve months ended December 31, 2025 is primarily due to the mark-to-market adjustment of Canadian dollar funds held by Canadian subsidiaries to pre-fund the Amica Senior Lifestyles transaction.

We have entered into put-call agreements with third parties in conjunction with certain development projects.

Under these agreements, we can initiate a call right or the third party can initiate a put right upon certain conditions being met, which would result in the acquisition of the related property by us, for which we currently have no ownership interest.

If all conditions had been met under these agreements as of December 31, 2025, and the put or call rights for each investment had been triggered, the amount payable by us to acquire these properties would have been $375,660,000.

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

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

| Triple-net | | | [63](#i8b3796de618a45e4bffdf8825687c2ff_127) | | |

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

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.

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.

| 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 | | |

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.

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.

We expect to reinvest the proceeds from any investment dispositions in new investments.

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.

| 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% | | |

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.

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.

| | | | Avery Healthcare | | | | | | 4% | | | | | | 4% | | | | | | 3% | | |

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

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

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

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February 12, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the [removed: Audit Committee] [added: audit committee] and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

At December 31, [removed: 2024,] [added: 2025,] the Company’s consolidated net real property owned totaled [removed: $40.7] [added: $53.4] billion and its investments in unconsolidated entities totaled $1.8 billion.

During [removed: 2024,] [added: 2025,] the Company recorded impairment losses of [removed: $92.8] [added: $121.3] million related to real property owned and no impairment related to investments in unconsolidated entities.

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

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

We [added: also] evaluated the appropriateness of indicators of impairment and the identification by management of real property owned and investments in unconsolidated entities where such indicators are [removed: present.][added: present and further assessed the progression of properties with impairment indicators identified in historical periods.]

[removed: In addition, we] [added: We] compared the significant assumptions used by management to current industry and economic trends and other relevant market information, and as needed, involved a valuation specialist to assist in evaluating certain assumptions.

[removed: We] [added: When appropriate, we] performed sensitivity analyses of [added: certain] significant assumptions used to determine recoverability and/or fair value [removed: (each where applicable)] of the related real property owned or investments in unconsolidated [removed: entities and evaluated significant variances between the forecasted cash flows and historical actual results.][added: entities.]

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

[removed: February 12, 2025][added: | | | | | | | As of 10/23/2025 | | |]

| | | | | | | December 31, [added: 2025 | | | | | | December 31,] 2024 | | | | | | December 31, 2023 | | |

| Land and land improvements | | | | | | $ | [removed: 5,271,418] [added: 6,681,131] | | | | | $ | [removed: 4,697,824] [added: 5,271,418] | |

| Buildings and improvements | | | | | | [removed: 42,207,735] [added: 52,058,099] | | | | | | [removed: 37,796,553] [added: 42,207,735] | | |

| Acquired lease intangibles | | | | | | [removed: 2,548,766] [added: 2,845,686] | | | | | | [removed: 2,166,470] [added: 2,548,766] | | |

| Real property held for sale, net of accumulated depreciation | | | | | | [removed: 51,866] [added: 1,450,137] | | | | | | [removed: 372,883] [added: 51,866] | | |

| Construction in progress | | | | | | [removed: 1,219,720] [added: 738,859] | | | | | | [removed: 1,304,441] [added: 1,219,720] | | |

| Less accumulated depreciation and amortization | | | | | | [removed: (10,626,263)] [added: (10,350,621)] | | | | | | [removed: (9,274,814)] [added: (10,626,263)] | | |

| Net real property owned | | | | | | [removed: 40,673,242] [added: 53,423,291] | | | | | | [removed: 37,063,357] [added: 40,673,242] | | |

| Right of use assets, net | | | | | | [removed: 1,201,131] [added: 2,158,045] | | | | | | [removed: 350,969] [added: 1,201,131] | | |

| Investments in sales-type leases, net | | | | | | [removed: 172,260] [added: 497,963] | | | | | | [removed: —] [added: 172,260] | | |

| Real estate loans receivable, net of credit allowance | | | | | | [removed: 1,805,044] [added: 1,831,210] | | | | | | [removed: 1,361,587] [added: 1,805,044] | | |

| Net real estate investments | | | | | | [removed: 43,851,677] [added: 57,910,509] | | | | | | [removed: 38,775,913] [added: 43,851,677] | | |

| Investments in unconsolidated entities | | | | | | [removed: 1,768,772] [added: 1,809,590] | | | | | | [removed: 1,636,531] [added: 1,768,772] | | |

| Cash and cash equivalents | | | | | | [removed: 3,506,586] [added: 5,033,678] | | | | | | [removed: 1,993,646] [added: 3,506,586] | | |

| Restricted cash | | | | | | [removed: 204,871] [added: 175,861] | | | | | | [removed: 82,437] [added: 204,871] | | |

| Receivables and other assets | | | | | | [removed: 1,712,402] [added: 2,373,409] | | | | | | [removed: 1,523,639] [added: 1,712,402] | | |

| Total other assets | | | | | | [removed: 7,192,631] [added: 9,392,538] | | | | | | [removed: 5,236,253] [added: 7,192,631] | | |

| Total assets | | | | | | $ | [removed: 51,044,308] [added: 67,303,047] | | | | | $ | [removed: 44,012,166] [added: 51,044,308] | |

| Senior unsecured notes | | | | | | [removed: 13,162,102] [added: 16,383,522] | | | | | | [removed: 13,552,222] [added: 13,162,102] | | |

| Secured debt | | | | | | [removed: 2,338,155] [added: 2,813,780] | | | | | | [removed: 2,183,327] [added: 2,338,155] | | |

| Lease liabilities | | | | | | [removed: 1,258,099] [added: 2,182,993] | | | | | | [removed: 383,230] [added: 1,258,099] | | |

| Accrued expenses and other liabilities | | | | | | [removed: 1,713,366] [added: 2,719,813] | | | | | | [removed: 1,521,660] [added: 1,713,366] | | |