Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Welltower Inc.

Opinion on the Financial Statements

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) 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 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of real property and investments in unconsolidated entities

Description of the Matter The Company, on a periodic basis, assesses whether there are indicators that (i) the carrying value of real property owned may not be recoverable or (ii) investments in unconsolidated entities may be other than temporarily impaired. At December 31, 2025, the Company’s consolidated net real property owned totaled $53.4 billion and its investments in unconsolidated entities totaled $1.8 billion. During 2025, the Company recorded impairment losses of $121.3 million related to real property owned and no impairment related to investments in unconsolidated entities.

As discussed in Note 2 to the consolidated financial statements, the Company reviews real property owned on a property by property basis to determine if facts and circumstances suggest the property may be impaired. This evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an unfavorable change in the operating performance of the property, a change in management’s intent to hold and operate the property or a change in the property’s use. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.

The Company also evaluates investments in unconsolidated entities for indicators of impairment and, when present, records impairment charges based upon a comparison of the estimated fair value of the equity method investment to its carrying value, if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. This evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management’s investment strategy. When required, the Company estimates the fair value of an investment 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.

Auditing management’s evaluation of impairment of real property owned and investments in unconsolidated entities was complex due to (i) the significant judgment employed by management in identifying whether indicators of impairment were present and (ii) the estimation uncertainty in determining the undiscounted cash flows of real property owned and, when necessary, the fair value of real property owned or investment in an unconsolidated entity. In particular, the evaluation was sensitive to significant assumptions such as forecasted cash flows, including leasing prospects and occupancy projections, and estimated capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand and competition.

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating impairment of real property owned and investments in unconsolidated entities, including controls over management’s review of the significant assumptions described above.

To test the Company’s evaluation of impairment of real property owned and investments in unconsolidated entities, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. 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. When appropriate, we performed sensitivity analyses of certain significant assumptions used to determine recoverability and/or fair value of the related real property owned or investments in unconsolidated entities. We also assessed whether any declines in investments in unconsolidated entities were other-than-temporary.

We 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 present and further assessed the progression of properties with impairment indicators identified in historical periods.

Valuation and accounting for stock-based compensation

Description of the Matter

As discussed in Note 15 to the consolidated financial statements, during the year ended December 31, 2025, the Company awarded long-term incentive plan (“LTIP”) units of Welltower OP to the Company’s named executive officers and certain key employees (together, the “Awards”) that are vested immediately upon the grant date. Certain of the Awards have market conditions that determine the number of LTIP units earned by the executive officers and key employees at the end of the measurement period. The Awards also have certain service conditions that affect the timing of the executive officers’ and key employees’ ability to redeem the LTIP units for common shares of the Company. The Company estimated the fair value of the Awards using a Monte Carlo valuation model, which incorporates various inputs and assumptions, including the risk-free rate, the Company’s grant date common share price, expected dividend yield and common share price volatility, as well as the expected volatility of comparative indices used in the measurement of award achievement. The Company recognized $1.6 billion in stock-based compensation expense during the year ended December 31, 2025, of which $1.4 billion was related to the Awards.

Auditing the Company’s accounting for the Awards was especially challenging and required an increased extent of effort, including the need to involve our valuation specialists and professionals in our firm with technical knowledge in stock-based compensation due to the

complexity in (i) applying the accounting framework of Accounting Standard Codification (ASC) 718, Compensation - Stock Compensation (“ASC 718”) and (ii) the model and methodology employed by management to determine the value of the Awards.

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for accounting for stock-based compensation awards, including controls over management’s application of the stock compensation accounting framework and review of the model and methodology employed to determine the value of the Awards.

We evaluated the accounting for the Awards by assessing the alignment of management’s accounting conclusions for recognition and valuation with ASC 718, including the immediate vesting of the award upon grant, market conditions determining the number of LTIP units earned by the executive officers and key employees and the service conditions affecting the timing of the executive officers’ and key employees’ ability to redeem the LTIP units for common shares of the Company. This included inspecting the award agreements to identify the key terms and conditions of the awards, evaluating management’s application of ASC 718 to each of those relevant terms and conditions and involving professionals in our firm with specialized knowledge of ASC 718.

We involved valuation professionals with specialized skills and knowledge who assisted in assessing the appropriateness of the model utilized in management’s estimate of the fair value, including the calculation of fair value for each award type and associated market conditions that determine the number of LTIP units earned by the executive officers and key employees at the end of the measurement period and service conditions that affect the timing of the executive officers’ and key employees’ ability to redeem the LTIP units for common shares of the Company. Our valuation professionals performed separate comparative calculations to test the appropriateness of management’s calculation of fair value for each award type and prepared sensitivity analyses of each of the identified significant inputs and assumptions. We also tested the completeness and accuracy of the inputs used in the valuation model by agreeing to the contractual terms and conditions of the award agreements or observable market data, as applicable.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1970.

Toledo, Ohio

February 12, 2026

CONSOLIDATED BALANCE SHEETS

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)

						December 31, 2025						December 31, 2024
Assets
Real estate investments:
Real property owned:
Land and land improvements						$	6,681,131					$	5,271,418
Buildings and improvements						52,058,099						42,207,735
Acquired lease intangibles						2,845,686						2,548,766
Real property held for sale, net of accumulated depreciation						1,450,137						51,866
Construction in progress						738,859						1,219,720
Less accumulated depreciation and amortization						(10,350,621)						(10,626,263)
Net real property owned						53,423,291						40,673,242
Right of use assets, net						2,158,045						1,201,131
Investments in sales-type leases, net						497,963						172,260
Real estate loans receivable, net of credit allowance						1,831,210						1,805,044
Net real estate investments						57,910,509						43,851,677
Other assets:
Investments in unconsolidated entities						1,809,590						1,768,772
Cash and cash equivalents						5,033,678						3,506,586
Restricted cash						175,861						204,871
Receivables and other assets						2,373,409						1,712,402
Total other assets						9,392,538						7,192,631
Total assets						$	67,303,047					$	51,044,308
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper						$	—					$	—
Senior unsecured notes						16,383,522						13,162,102
Secured debt						2,813,780						2,338,155
Lease liabilities						2,182,993						1,258,099
Accrued expenses and other liabilities						2,719,813						1,713,366
Total liabilities						24,100,108						18,471,722
Redeemable noncontrolling interests						263,223						256,220
Equity:
Common stock						696,621						637,002
Capital in excess of par value						50,898,707						40,016,503
Treasury stock						(14,405)						(114,176)
Cumulative net income						11,033,569						10,096,724
Cumulative dividends						(20,197,353)						(18,320,064)
Accumulated other comprehensive income (loss)						(287,641)						(359,781)
Total Welltower Inc. stockholders’ equity						42,129,498						31,956,208
Noncontrolling interests						810,218						360,158
Total equity						42,939,716						32,316,366
Total liabilities and equity						$	67,303,047					$	51,044,308

See accompanying notes

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

WELLTOWER INC. AND SUBSIDIARIES

(In thousands, except per share data)

						Year Ended December 31,
						2025						2024						2023
Revenues:
Resident fees and services						$	8,452,996					$	6,027,149					$	4,753,804
Rental income						1,967,935						1,570,278						1,556,073
Interest income						246,205						256,191						168,354
Other income						170,898						137,500						159,764
Total revenues						10,838,034						7,991,118						6,637,995
Expenses:
Property operating expenses						6,488,081						4,830,211						3,947,776
Depreciation and amortization						2,084,868						1,632,093						1,401,101
Interest expense						651,955						574,261						607,846
General and administrative expenses						1,748,435						235,491						179,091
Loss (gain) on derivatives and financial instruments, net						22,407						(27,887)						(2,120)
Loss (gain) on extinguishment of debt, net						9,245						2,130						7
Provision for loan losses, net						(9,416)						10,125						9,809
Impairment of assets						121,283						92,793						36,097
Other expenses						201,201						117,459						108,341
Total expenses						11,318,059						7,466,676						6,287,948
Income (loss) from continuing operations before income taxes and other items						(480,025)						524,442						350,047
Income tax (expense) benefit						7,116						(2,700)						(6,364)
Income (loss) from unconsolidated entities						(14,297)						(496)						(53,442)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net						1,449,043						451,611						67,898
Income (loss) from continuing operations						961,837						972,857						358,139
Net income						961,837						972,857						358,139
Less: Net income (loss) attributable to noncontrolling interests(1)						24,992						21,177						18,045
Net income (loss) attributable to common stockholders						$	936,845					$	951,680					$	340,094
Weighted average number of common shares outstanding:
Basic						665,639						602,975						515,629
Diluted						679,521						608,750						518,701
Earnings per share:
Basic:
Income (loss) from continuing operations						$	1.44					$	1.61					$	0.69
Net income (loss) attributable to common stockholders						$	1.41					$	1.58					$	0.66
Diluted:
Income (loss) from continuing operations						$	1.42					$	1.60					$	0.69
Net income (loss) attributable to common stockholders(2)						$	1.39					$	1.57					$	0.66

(1) Includes amounts attributable to redeemable noncontrolling interests.

(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.

See accompanying notes

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)

						Year Ended December 31,
						2025						2024						2023
Net income						$	961,837					$	972,857					$	358,139
Other comprehensive income (loss):
Foreign currency translation gain (loss)						676,953						(327,068)						223,920
Derivative and financial instruments designated as hedges gain (loss)						(605,892)						166,329						(245,095)
Total other comprehensive income (loss)						71,061						(160,739)						(21,175)
Total comprehensive income (loss)						1,032,898						812,118						336,964
Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)						23,988						10,091						27,637
Total comprehensive income (loss) attributable to common stockholders						$	1,008,910					$	802,027					$	309,327

(1) Includes amounts attributable to redeemable noncontrolling interests.

See accompanying notes

CONSOLIDATED STATEMENTS OF EQUITY

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)						Common Stock						Capital in Excess of Par Value						Treasury Stock						Cumulative Net Income						Cumulative Dividends						Accumulated Other Comprehensive Income (Loss)						Noncontrolling Interests						Total
Balances at December 31, 2022						$	491,919					$	26,742,750					$	(111,001)					$	8,804,950					$	(15,514,097)					$	(119,707)					$	714,739					$	21,009,553
Comprehensive income:
Net income (loss)																								340,094																		17,819						357,913
Other comprehensive income (loss)																																				(30,767)						8,839						(21,928)
Total comprehensive income																																																335,985
Net change in noncontrolling interests												25,571																								(12,686)						(80,009)						(67,124)
Adjustment to members’ interest from change in ownership in Welltower OP												(18,399)																														18,399						—
Redemption of OP Units and DownREIT Units						336						20,061																														(3,041)						17,356
Amounts related to stock incentive plans, net of forfeitures						210						38,026						(577)																														37,659
Net proceeds from issuance of common stock						73,429						5,933,940																																				6,007,369
Common stock dividends paid																														(1,259,676)																		(1,259,676)
Balances at December 31, 2023						565,894						32,741,949						(111,578)						9,145,044						(16,773,773)						(163,160)						676,746						26,081,122
Comprehensive income:
Net income (loss)																								951,680																		18,944						970,624
Other comprehensive income (loss)																																				(149,652)						(6,564)						(156,216)
Total comprehensive income																																																814,408
Net change in noncontrolling interests												(165,121)																								(46,969)						(350,393)						(562,483)
Adjustment to members’ interest from change in ownership in Welltower OP												(22,370)																														22,370						—
Redemption of OP Units and DownREIT Units						495						43,461																														(945)						43,011
Amounts related to stock incentive plans, net of forfeitures						174						77,114						(2,598)																														74,690
Net proceeds from issuance of common stock						70,439						7,341,470																																				7,411,909
Common stock dividends paid																														(1,546,291)																		(1,546,291)
Balances at December 31, 2024						637,002						40,016,503						(114,176)						10,096,724						(18,320,064)						(359,781)						360,158						32,316,366
Comprehensive income:
Net income (loss)																								936,845																		19,443						956,288
Other comprehensive income (loss)																																				72,140						(3,333)						68,807
Total comprehensive income																																																1,025,095
Net change in noncontrolling interests												(396,631)																														1,256,980						860,349
Adjustment to members’ interest from change in ownership in Welltower OP												195,581																														(195,581)						—
Redemption of OP Units and DownREIT Units						1,593						256,726																														(627,449)						(369,130)
Amounts related to stock incentive plans, net of forfeitures						174						1,567,339						436																														1,567,949
Net proceeds from issuance of common stock						57,852						9,259,189						99,335																														9,416,376
Common stock dividends paid																														(1,877,289)																		(1,877,289)
Balances at December 31, 2025						$	696,621					$	50,898,707					$	(14,405)					$	11,033,569					$	(20,197,353)					$	(287,641)					$	810,218					$	42,939,716

See accompanying notes

CONSOLIDATED STATEMENTS OF CASH FLOWS

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)

						Year Ended December 31,
						2025						2024						2023
Operating activities:
Net income						$	961,837					$	972,857					$	358,139
Adjustments to reconcile net income to net cash provided from (used in) operating
activities:
Depreciation and amortization						2,084,868						1,632,093						1,401,101
Other amortization expenses						56,381						47,759						42,645
Provision for loan losses, net						(9,416)						10,125						9,809
Impairment of assets						121,283						92,793						36,097
Stock-based compensation expense						1,556,732						75,821						37,199
Loss (gain) on derivatives and financial instruments, net						22,407						(27,887)						(2,120)
Loss (gain) on extinguishment of debt, net						9,245						2,130						7
Loss (income) from unconsolidated entities						14,297						496						53,442
Rental income less than (in excess of) cash received						(225,261)						(15,859)						(135,758)
Amortization related to above (below) market leases, net						(2,721)						(219)						(529)
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net						(1,449,043)						(451,611)						(67,898)
Proceeds from (payments on) interest rate swap settlements						—						(59,555)						—
Loss (gain) on loss of control of subsidiary						—						—						(65,485)
Distributions by unconsolidated entities						21,851						19,516						11,623
Increase (decrease) in accrued expenses and other liabilities						(83,906)						26,541						(79,801)
Decrease (increase) in receivables and other assets						(196,877)						(68,579)						3,390
Net cash provided from (used in) operating activities						2,881,677						2,256,421						1,601,861
Investing activities:
Cash disbursed for acquisitions, net of cash acquired						(13,913,975)						(3,525,449)						(3,558,266)
Cash disbursed for capital improvements to existing properties						(1,050,263)						(857,546)						(517,682)
Cash disbursed for construction in progress						(437,731)						(827,900)						(1,014,935)
Capitalized interest						(33,799)						(58,115)						(50,699)
Investment in loans receivable						(691,334)						(623,501)						(490,736)
Principal collected on loans receivable						222,348						294,409						90,215
Other investments, net of payments						(73,758)						(61,027)						(100,128)
Contributions to unconsolidated entities						(500,033)						(264,561)						(343,498)
Distributions by unconsolidated entities						310,410						52,391						149,753
Net proceeds from net investment hedge settlements						(2,884)						20,093						31,493
Proceeds from sales of real property						5,658,270						336,525						96,741
Net cash provided from (used in) investing activities						(10,512,749)						(5,514,681)						(5,707,742)
Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper						—						—						—
Net proceeds from issuance of senior unsecured notes						4,360,818						1,015,063						1,011,780
Payments to extinguish senior unsecured notes						(1,344,645)						(1,350,000)						—
Net proceeds from the issuance of secured debt						4,871						197,930						385,115
Payments on secured debt						(411,171)						(498,049)						(741,856)
Net proceeds from the issuance of common stock						8,900,866						7,415,778						6,010,129
Payments for deferred financing costs and prepayment penalties						(694)						(23,388)						(7,220)
Contributions by noncontrolling interests(1)						22,149						59,643						280,678
Distributions to noncontrolling interests(1)						(640,084)						(301,029)						(216,273)
Cash distributions to stockholders						(1,877,959)						(1,545,275)						(1,260,578)
Other financing activities						(14,391)						(65,322)						(13,128)
Net cash provided from (used in) financing activities						8,999,760						4,905,351						5,448,647
Effect of foreign currency translation on cash and cash equivalents and restricted cash						129,394						(11,717)						11,025
Increase (decrease) in cash, cash equivalents and restricted cash						1,498,082						1,635,374						1,353,791
Cash, cash equivalents and restricted cash at beginning of period						3,711,457						2,076,083						722,292
Cash, cash equivalents and restricted cash at end of period						$	5,209,539					$	3,711,457					$	2,076,083
Supplemental cash flow information:
Interest paid						$	579,589					$	593,030					$	628,582
Income taxes paid (received), net						22,762						8,415						7,682

(1) Includes amounts attributable to redeemable noncontrolling interests.

See accompanying notes.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

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 at the intersection of housing, healthcare and hospitality, creating vibrant communities for mature renters and older adults.

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. Unless stated otherwise or the context otherwise requires, references to “Welltower” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us” and “our” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower’s weighted average ownership in Welltower OP was 99.430% for the year ended December 31, 2025. As of December 31, 2025, Welltower owned 98.378% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 1.622% of outstanding units. We adjust the noncontrolling members’ interest at the end of each period to reflect their interest in the net assets of Welltower OP.

2. Accounting Policies and Related Matters

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity or (c) the right to receive the expected residual returns of an entity. Criterion (iii) is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance and the rights held by limited partners or non-managing members.

The designation of an entity as a VIE is reassessed upon certain events, including but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or sales of interests that constitute a change in control.

Revenue Recognition

For our Triple-net and Outpatient Medical segments, a significant source of our revenue is generated through leasing arrangements and accounted for under ASC 842, Leases (“ASC 842”). Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical portfolio typically include some form of operating expense reimbursement by the tenant, and upon adoption of ASC 842, we elected the lessor practical expedient to not separate non-lease components from the associated lease components resulting in presenting all revenue associated with Outpatient Medical leases as leasing revenue on the Consolidated Statements of Comprehensive Income. Certain payments made to tenants are treated as lease incentives and amortized as a reduction of revenue over the lease term.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided. Agreements with residents generally have varying terms and are cancellable by the resident with 30 days’ notice. We have elected the lessor practical expedient within ASC 842 and recognize and disclose the revenues for Seniors Housing Operating resident agreements based on the predominant component, generally the non-lease service component, under ASC 606, Revenue from Contracts with Customers (“ASC 606”). Within that reportable segment, we also recognize revenue from residential wellness housing leases in accordance with ASC 842. Management contracts are present in some of our joint venture agreements to provide asset and property management, leasing, marketing and other services, and management contract revenues are recognized monthly as services are provided.

Our Seniors Housing Operating segment also contains continuing care retirement communities, which operate as entrance fee communities. The entrance fee communities offer different contracts, which vary in terms of how much of the entrance fee is considered to be refundable upon move-out, temporarily refundable until a period of time has passed or nonrefundable. Refundable entrance fees are recorded as a payable within the accrued expenses and other liabilities line item of our Consolidated Balance Sheets. Nonrefundable entrance fees are recorded as deferred revenue within the same line item and are recognized into revenue over the estimated remaining stay of the resident. We use a third-party actuarial expert to determine the estimated remaining stay of each resident based on demographic data.

Our Triple-net segment also includes investments in sales-type leases, for which we record any selling profit or loss arising from leases at inception within gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. The investments in sales-type leases, net represents the lease receivable, the components of which are the future lease payments and any guaranteed or unguaranteed residual value for the underlying assets expected at the end of the lease term, measured at the net present value discounted using a rate implicit in the lease.

Interest income on loans is recognized as earned based on the principal amount outstanding, subject to an evaluation of the risk of credit loss. We utilize the effective interest method to recognize interest income related to loan discounts and premiums and loan fees paid or received.

Cash and Cash Equivalents

Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.

Restricted Cash

Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow relating to transactions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred dispositions under Internal Revenue Code (“IRC”) Section 1031.

Deferred Loan Expenses

Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit facility are included in receivables and other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.

Welltower OP Noncontrolling Interests

Members of Welltower OP other than Welltower have the right under the limited liability company agreement to redeem their Class A Common Units (“OP Units”) for shares of Welltower common stock or cash, at Welltower’s sole discretion, as the initial member. Accordingly, we classify the non-Welltower OP Units held by such other members in permanent equity because Welltower may elect to issue shares of Welltower common stock to the non-Welltower members who choose to redeem their OP Units rather than using cash.

Redeemable Noncontrolling Interests

Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss and contributions or distributions or (ii) the redemption value. If the interests are redeemable in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a weighted average period of approximately two years. In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item on the balance sheet. At December 31, 2025, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $263,223,000 by $31,651,000.

We entered into certain DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax-deferred basis for equity membership interests (“DownREIT Units”). The DownREIT Units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our common stock per unit or, at our option, cash.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Real Property Acquisitions

Real estate acquisitions are generally classified as asset acquisitions for which we record tangible assets and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. Tangible assets primarily consist of land, buildings and improvements. In making estimates of relative fair value, we utilize a number of sources including independent appraisals, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data.

For real estate acquisitions accounted for as business combinations, we allocate the acquisition consideration to the assets acquired, liabilities assumed and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill.

Identifiable intangible assets and liabilities consist primarily of the above or below market component of in-place leases and the value associated with the presence of in-place leases. The value allocable to the above or below market component of the acquired in-place lease is determined based on the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. In instances where we are the lessor, the amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities on the balance sheet and are amortized to rental income over the remaining terms of the respective leases. In instances where we are the lessee, the amounts allocated to above or below market leases are reflected as an adjustment to the right of use asset on the balance sheet and are amortized to property operating expenses over the remaining terms of the respective leases.

The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period and (ii) value associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset is amortized over the remaining life of the lease or the assumed re-leasing period.

Transaction costs primarily represent costs incurred with acquisitions including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs directly related to asset acquisitions are capitalized as a component of purchase price and all other noncapitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Transaction costs related to business combinations are expensed as incurred.

Real property developed by us is recorded at cost, including the capitalization of construction period interest. Owned properties are depreciated on a straight-line basis over their estimated useful lives, which range from 15 to 40 years for buildings and 5 to 15 years for improvements. We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and accordingly, such costs are reflected as investment activities in our Consolidated Statements of Cash Flows.

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. This evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an unfavorable change in the operating performance of the property, a change in management’s intent to hold and operate the property or a change in the property’s use. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized for the difference between the carrying value and the fair value. Additionally, properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value.

Expenditures for repairs and maintenance are expensed as incurred.

Capitalization of Construction Period Interest

We capitalize interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based on the balance outstanding during the construction period using the rate of interest, which approximates our company-wide cost of financing. Our interest expense reflected in the Consolidated Statements of Comprehensive Income has been reduced by the amounts capitalized.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Real Property Held for Sale and Dispositions

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e. property type, relationship or geography). We classify real estate property as held for sale when (1) the disposal has been approved by those within the organization with the appropriate level of authority, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed within one year, (v) the property is being marketed at a reasonable price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. As part of this process, we also consider whether these disposal transactions constitute a strategic shift that has a major effect on our operations and financial results and represent a discontinued operation.

We recognize a gain (loss) on real estate dispositions when the criteria for an asset to be derecognized are met, which include when: (i) a contract exists, (ii) the buyer obtains control of the asset and (iii) it is probable that we will receive substantially all of the consideration to which we are entitled. These criteria are generally satisfied at the time of sale.

Loans Receivable

Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment or pledge of the partnership interest in, the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing.

In Substance Real Estate Investments

We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments and presented as investments in unconsolidated entities and are accounted for using the HLBV method described below. The classification of each arrangement as either a real estate loan receivable or an investment in unconsolidated entity involves judgment and relies on various factors including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral and significance of borrower equity in the project, among others. The classification of such arrangements is performed at inception and periodically reassessed when significant changes occur in the circumstances or conditions described above.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors and nature, extent and value of the underlying collateral.

For purposes of determining our allowance for credit losses, we pool financial assets that have similar risk characteristics. Risk characteristics evaluated include financial asset type, the performance of borrowers’ underlying facilities, if applicable, available credit support (i.e. guarantees), extent and quality of collateral including loan-to-value and security position and historical or expected credit losses patterns. We include both real estate and non-real estate loans within the collective loan pool, as these instruments exhibit similar risk characteristics. The estimation of expected credit losses for these loans is aligned until such time as a loan demonstrates signs of credit deterioration, at which point it is reclassified into the deteriorated loan category.

A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans and expectations of future performance of the borrowers to determine the reserve for credit losses.

Lessee Accounting

For leases greater than 12 months for which we are the lessee, such as ground leases, leases of real properties and corporate office leases, we recognize a right-of use asset and related lease liability on the Consolidated Balance Sheets at inception of the lease. The lease liability is calculated as the sum of the present value of minimum lease payments at lease commencement

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(discounted using our secured incremental borrowing rate). Certain of our lease agreements have options to extend or terminate the lease upon meeting certain criteria. The lease term utilized in the calculation of the lease liability includes these options if they are considered reasonably certain of exercise. The right-of-use asset is calculated as the lease liability, adjusted for the following: (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and (ii) any initial direct costs incurred. For leases with a noncancellable lease term of 12 months or less for which we are the lessee, we recognize expenses on a straight-line basis and do not recognize such leases on the Consolidated Balance Sheets.

Investments in Unconsolidated Entities

Investments in unconsolidated entities includes equity method investments, cost method investments and in substance real estate investments. Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the equity interest, inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (“HLBV method”). Under the HLBV method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of the underlying investment at book value.

We account for investments in entities in which we do not have the ability to exercise significant influence using the cost method. These investments are carried at cost, less impairment, if any.

We evaluate our investments in unconsolidated entities for impairment and, when present, record impairment charges based on a comparison of the estimated fair value of the investment to its carrying value if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. This evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management’s investment strategy. When required, we estimate the fair value of an investment and assess whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.

Goodwill

Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount including goodwill exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwill impairments.

Fair Value of Derivative Instruments

Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future. See Note 12 for additional information.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):

						Year Ended December 31,
						2025						2024
Unearned revenue						$	501,429					$	430,836
Other liabilities						447,924						330,594
Accounts payable						297,071						229,313
Taxes payable						266,385						140,701
Other accrued expenses						268,154						213,828
Accrued payroll						346,936						233,925
Accrued interest						175,704						121,168
Derivative liabilities						416,210						13,001
Total						$	2,719,813					$	1,713,366

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax purposes prior to our acquisition of our taxable REIT subsidiaries (“TRSs”). As a result of these, as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income tax assets also reflect operating losses and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 19 for additional information.

Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), a REIT may lease “qualified healthcare properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property.” A “qualified healthcare property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital nursing facility, assisted living facility, congregate care facility, qualified continuing care facility or other licensed facility which extends medical or nursing or ancillary services to patients. We have made various investments including via joint ventures that are structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years.

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. Dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding for the period, adjusted for unvested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. Additionally, net income (loss) allocated to OP Units and DownREIT Units has been included in the numerator and redeemable common stock related to the OP Units and DownREIT Units have been included in the denominator for the purpose of computing diluted earnings per share.

Reclassifications

Certain amounts in prior years have been reclassified to conform to current year presentation.

New Accounting Standards

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, but retrospective application is permitted. The adoption of this standard is reflected in Note 19.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 15, 2027, with prospective or retrospective application permitted. We are currently evaluating the potential impact of adopting this new standard on our consolidated financial statements and disclosures.

3. Real Property Acquisitions and Development

The total purchase price for all properties acquired through asset acquisitions is allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. For properties acquired through business combinations, assets acquired, liabilities assumed and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Acquired lease intangibles primarily relate to assets in our Seniors Housing Operating portfolio and generally have amortization periods of one to two years.

Our acquisitions of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties, which could result in incremental payments in the future. Our policy is to recognize such contingent consideration with respect to asset acquisitions when the contingency is resolved and the consideration becomes payable. Contingent consideration with respect to business combinations is included in purchase consideration based on the initial estimated fair value. These amounts are included within the total net real estate assets and total liabilities sections of the tables below.

The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments.

The following is a summary of our real property investment activity by segment for the year ended December 31, 2025 presented (in thousands):

						Year Ended December 31, 2025
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	1,569,244					$	733,754					$	19,337					$	2,322,335
Buildings and improvements						8,643,624						5,709,500						1,352						14,354,476
Acquired lease intangibles						883,385						7,084						656						891,125
Construction in progress						309,679						—						—						309,679
Real property held for sale						199,790						48,753						—						248,543
Right of use assets, net						1,012,370						22,697						2,783						1,037,850
Total net real estate assets						12,618,092						6,521,788						24,128						19,164,008
Receivables and other assets						526,344						13,569						59						539,972
Total assets acquired(1)						13,144,436						6,535,357						24,187						19,703,980
Secured debt						(818,285)						—						—						(818,285)
Lease liabilities						(970,399)						—						(1,699)						(972,098)
Accrued expenses and other liabilities						(611,882)						(41,710)						(1,589)						(655,181)
Total liabilities acquired						(2,400,566)						(41,710)						(3,288)						(2,445,564)
Noncontrolling interests(2)						(15,234)						—						—						(15,234)
Non-cash acquisition related activity(3)						(2,179,415)						(1,129,685)						(20,107)						(3,329,207)
Cash disbursed for acquisitions						8,549,221						5,363,962						792						13,913,975
Construction in progress additions						396,408						153						73,587						470,148
Less: Capitalized interest						(29,679)						—						(4,120)						(33,799)
Accruals(4)						(3,042)						1,094						3,330						1,382
Cash disbursed for construction in progress						363,687						1,247						72,797						437,731
Capital improvements to existing properties						936,466						39,356						74,441						1,050,263
Total cash invested in real property, net of cash acquired						$	9,849,374					$	5,404,565					$	148,030					$	15,401,969

(1) Excludes $121,193,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.

(3) Amounts relate to the acquisition of assets previously recognized as investments in unconsolidated entities, the re-issuance of Welltower Inc. treasury shares, the issuance of Welltower Inc. Class A common stock and OP units, acquired assets classified as held for sale and sold contemporaneously with the acquisition and deferred consideration in lieu of cash consideration.

(4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.

Barchester Healthcare Acquisition

During October 2025, in a series of transactions, we acquired all of the shares of Mint UK Bidco LLC (“Barchester”). The acquired portfolio consists of 111 properties in the U.K. held in a RIDEA structure managed by Barchester Healthcare and

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reported in our Seniors Housing Operating segment, 150 properties subject to a triple-net lease with Barchester Healthcare and reported in our Triple-net segment and 21 properties under development which will also be managed by Barchester Healthcare in a RIDEA structure following development completion.

The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. We have not yet finalized the valuation of the assets acquired and liabilities assumed as of December 31, 2025. The primary areas of the acquisition accounting that are not yet finalized relate to the review of certain assumptions, inputs and estimates underlying the valuation of tangible and intangible assets and liabilities acquired, finalizing our review of certain net working capital assets acquired and liabilities assumed, as well as finalizing our review of the tax basis of the acquired assets and liabilities assumed in order to estimate the impact of the acquisition on deferred income taxes. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the date of acquisition. Total consideration for the transaction, net of cash acquired, was $6,851,721,000 which includes non-cash consideration of $1,544,747,000 primarily related to OP Units delivered in exchange for the contribution of the shares of the acquired entity. Cash disbursed for assets and liabilities acquired, exclusive of unrestricted and restricted cash, and exclusive of non-cash consideration is included within the cash disbursed for acquisitions, net of cash acquired line within the investing activities section of the Consolidated Statements of Cash Flows.

The following table summarizes our preliminary acquisition date fair value of the net tangible and intangible assets acquired, net of liabilities assumed (in thousands):

						As of 10/23/2025
Land and land improvements						$	971,099
Buildings and improvements						5,563,258
Acquired lease intangibles						168,914
Construction in progress						263,309
Right of use assets, net						10,488
Total net real estate assets						6,977,068
Receivables and other assets						26,476
Total assets acquired(1)						7,003,544
Accrued expenses and other liabilities						(151,823)
Total liabilities acquired						(151,823)
Total consideration						$	6,851,721

(1) Excludes $66,980,000 of unrestricted and restricted cash acquired.

The preliminary purchase consideration allocation resulted in the recording of nominal goodwill which is included within receivables and other assets in the table above.

The operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $179,723,000 of total revenue from such operations. Additionally, during the year ended December 31, 2025, we recognized $68,649,000 of transaction costs related to the transaction.

HC-One Group Acquisition

On October 24, 2025, we acquired all of the shares of HC-One Topco Limited (“HC-One”) via a share purchase agreement. HC-One operates 282 seniors housing properties in the U.K. including owned properties and leasehold interests. All properties continue to be managed by HC-One as of December 31, 2025 and are reported within our Seniors Housing Operating segment.

The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805 which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. We have not yet finalized the valuation of the assets acquired and liabilities assumed as of December 31, 2025. The primary areas of the acquisition accounting that are not yet finalized relate to the review of certain assumptions, inputs and estimates underlying the valuation of tangible and intangible assets and liabilities acquired, finalizing our review of certain net working capital assets acquired and liabilities assumed, as well as finalizing our review of the tax basis of the acquired assets and liabilities assumed in order to estimate the impact of the acquisition on deferred income taxes. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the date of acquisition. Total consideration for the transaction, net of cash acquired, was $1,646,860,000 which includes $908,605,000 related to the settlement of existing contractual arrangements between us and HC-One, which was primarily attributable to the settlement of our existing real estate loan receivable of $882,326,000 as well as the settlement of equity warrants and an equity interest previously held by us which resulted in reduced cash consideration. Cash disbursed for assets and liabilities acquired, exclusive of unrestricted and restricted cash, and exclusive of non-cash settlement of existing contractual arrangements is included within the cash disbursed for acquisitions, net of cash acquired line within the investing activities section of the Consolidated Statements of Cash Flows.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes our preliminary acquisition date fair value of the net tangible and intangible assets acquired, net of liabilities assumed (in thousands):

						As of 10/24/2025
Land and land improvements						$	327,334
Buildings and improvements						990,137
Acquired lease intangibles						285,169
Right of use assets, net						969,854
Total net real estate assets						2,572,494
Receivables and other assets						383,505
Total assets acquired						2,955,999
Secured debt						(156,110)
Lease liabilities						(940,999)
Accrued expenses and other liabilities						(212,030)
Total liabilities acquired						(1,309,139)
Total consideration						$	1,646,860

The preliminary purchase consideration allocation resulted in $139,372,000 in goodwill which is included within receivables and other assets in the table above. The factors contributing to the recognition of goodwill are based on several strategic benefits of the acquisition including the expanded presence in the U.K. market. All of the goodwill recorded may be considered deductible goodwill for U.S. federal income tax purposes and will be available to reduce taxable income at the REIT, including any Global Intangible Low-Taxed Income inclusion associated with the foreign TRS acquired.

The operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $220,336,000 of total revenue from such operations. Additionally, for the year ended December 31, 2025, we recognized $9,614,000 of transaction costs related to the transaction.

Triple-net Asset Acquisitions

In February 2025, we acquired 48 skilled nursing facilities for a total purchase price of $990,908,000, which included $750,833,000 of cash consideration and $240,075,000 of common stock consideration. Additionally, in July and August 2025, we acquired 37 skilled nursing facilities for a total purchase price of $785,560,000, which included $543,106,000 of cash consideration and $242,454,000 of common stock consideration. The acquired properties were leased either to Avir Health Group or Aviata Health Group under long-term triple-net leases.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our real property investment activity by segment for the year ended December 31, 2024 presented (in thousands):

						Year Ended December 31, 2024
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	388,090					$	84,777					$	10,160					$	483,027
Buildings and improvements						2,718,141						710,361						34,501						3,463,003
Acquired lease intangibles						407,112						33,110						2,193						442,415
Construction in progress						115,294						—						—						115,294
Real property held for sale						8,392						297,000						—						305,392
Right of use assets, net						905,723						1,244						—						906,967
Total net real estate assets						4,542,752						1,126,492						46,854						5,716,098
Receivables and other assets						152,495						1,118						112						153,725
Total assets acquired(1)						4,695,247						1,127,610						46,966						5,869,823
Secured debt						(395,086)						(465,820)						—						(860,906)
Lease liabilities						(930,088)						—						—						(930,088)
Accrued expenses and other liabilities						(219,497)						(22,722)						(182)						(242,401)
Total liabilities acquired						(1,544,671)						(488,542)						(182)						(2,033,395)
Noncontrolling interests(2)						(26,514)						—						—						(26,514)
Non-cash acquisition related activity(3)						(92,933)						(191,532)						—						(284,465)
Cash disbursed for acquisitions						3,031,129						447,536						46,784						3,525,449
Construction in progress additions						565,778						28						321,041						886,847
Less: Capitalized interest						(47,242)						—						(10,873)						(58,115)
Accruals (4)						(205)						264						(891)						(832)
Cash disbursed for construction in progress						518,331						292						309,277						827,900
Capital improvements to existing properties						725,271						32,833						99,442						857,546
Total cash invested in real property, net of cash acquired						$	4,274,731					$	480,661					$	455,503					$	5,210,895

(1) Excludes $175,083,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. Approximately 208,000 OP Units were issued as a component of funding for certain transactions.

(3) Includes the acquisition of assets previously financed as real estate loans receivable, the acquisition of assets previously recognized as investments in unconsolidated entities, the acquisition of assets for which consideration was only partially funded at close and the $182,642,000 gain on acquisition of controlling interests described below.

(4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.

Care UK Acquisition

On October 1, 2024, we acquired all of the shares of Care UK Holdings Limited, Care UK Midco Limited and Care UK Community Partnerships Limited (collectively, “Care UK”). Care UK operates 136 seniors housing properties including owned properties, leasehold interests and development properties. Total consideration for the transaction, net of cash acquired, was $842,567,000, of which $20,229,000 was paid in 2025. Cash disbursed for assets and liabilities acquired, exclusive of unrestricted and restricted cash, is included within the cash disbursed for acquisitions, net of cash acquired line within the investing activities section of the Consolidated Statements of Cash Flows.

All properties will continue to be managed by Care UK and are reported within our Seniors Housing Operating segment from the date of acquisition. We recognized $809,183,000 and $188,308,000 of total revenue from such operations during the years ended December 31, 2025 and 2024, respectively. Additionally, we recognized $1,101,000 and $17,684,000 of transaction costs related to the transaction for the years ended December 31, 2025 and 2024, respectively.

The transaction was accounted for as a business combination using the acquisition method of accounting and recognized assets acquired and liabilities assumed at their fair values as of the acquisition date. We continued to obtain information to complete our valuation of certain assets and liabilities during the twelve months subsequent to the close of the transaction and recorded measurement period adjustments to the purchase price allocation. We finalized the valuation of the assets acquired and liabilities assumed as of September 30, 2025. We recorded measurement period adjustments of $49,796,000, which were primarily related to our ongoing review of the tangible and intangible assets and liabilities acquired and their related tax basis, and resulted in an increase to net deferred tax liabilities and a corresponding increase to goodwill. The adjustment to deferred

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

tax liabilities was applied retrospectively to the acquisition date and resulted in nominal incremental income tax benefit for the year ended December 31, 2025.

The following table summarizes our finalized acquisition date fair value of the net tangible and intangible assets acquired, net of liabilities assumed (in thousands):

						As of 10/1/2024
Land and land improvements						$	72,392
Buildings and improvements						491,592
Acquired lease intangibles						277,302
Construction in progress						66,011
Real property held for sale						8,392
Right of use assets, net						893,893
Total net real estate assets						1,809,582
Receivables and other assets						185,175
Total assets acquired(1)						1,994,757
Lease liabilities						(918,258)
Accrued expenses and other liabilities						(233,932)
Total liabilities acquired						(1,152,190)
Total consideration						$	842,567

(1) Excludes $134,745,000 of unrestricted and restricted cash acquired.

The purchase consideration allocation resulted in $136,988,000 in goodwill which is recorded within receivables and other assets in the table above. The factors contributing to the recognition of goodwill are based on several strategic benefits of the acquisition including the expanded presence in the U.K. market.

Significant Joint Venture Transaction

On September 30, 2024, the Company, 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 for $205,029,000 in cash, net of cash and restricted cash acquired. The properties were encumbered with secured debt with an aggregate principal balance of $532,575,000. We evaluated the acquisition and determined that the entity meets the criteria of a variable interest entity (“VIE”) and that we are its primary beneficiary; therefore, upon consolidation we recognized a gain of $182,642,000 in gains (losses) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income in 2024. The fair value of the assets acquired and liabilities assumed is included in the Triple-net segment in the table above.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our real property investment activity by segment for the year ended December 31, 2023 presented (in thousands):

						Year Ended December 31, 2023
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	251,507					$	127,523					$	79,506					$	458,536
Buildings and improvements						2,006,021						969,481						343,252						3,318,754
Acquired lease intangibles						208,239						—						50,373						258,612
Construction in progress						165,934						—						—						165,934
Right of use assets, net						24,212						—						927						25,139
Total net real estate assets						2,655,913						1,097,004						474,058						4,226,975
Receivables and other assets						21,999						—						1,632						23,631
Total assets acquired(1)						2,677,912						1,097,004						475,690						4,250,606
Secured debt						(372,482)						—						(40,953)						(413,435)
Lease liabilities						(24,212)						—						(953)						(25,165)
Accrued expenses and other liabilities						(26,666)						—						(11,528)						(38,194)
Total liabilities acquired						(423,360)						—						(53,434)						(476,794)
Noncontrolling interests(2)						(32,692)						—						(925)						(33,617)
Non-cash acquisition related activity (3)						(181,929)						—						—						(181,929)
Cash disbursed for acquisitions						2,039,931						1,097,004						421,331						3,558,266
Construction in progress additions						646,466						25,646						422,103						1,094,215
Less: Capitalized interest						(39,799)						(2,416)						(8,484)						(50,699)
Accruals(4)						(4,735)						(1,358)						(22,488)						(28,581)
Cash disbursed for construction in progress						601,932						21,872						391,131						1,014,935
Capital improvements to existing properties						399,130						33,592						84,960						517,682
Total cash invested in real property, net of cash acquired						$	3,040,993					$	1,152,468					$	897,422					$	5,090,883

(1) Excludes $4,708,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.

(3) Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.

(4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.

Significant Joint Venture Transaction

During the year ended December 31, 2023, we paid $69,606,000 to acquire the 45% redeemable noncontrolling ownership interest in two consolidated joint ventures with the Canadian Pension Plan Investment Board, which owned interests in ten medical office buildings. In conjunction with the transaction, $118,256,000 was removed from redeemable noncontrolling interests with the difference recorded to capital in excess of par value on our Consolidated Balance Sheets. The transaction is excluded from the table above.

Pro Forma Financial Information

The following pro forma financial information presents consolidated financial information as if the Care UK acquisition occurred on January 1, 2023 and the Barchester and HC-One transactions occurred on January 1, 2024. In the opinion of management, all significant necessary adjustments to reflect the effect of the transaction have been made. The following unaudited pro forma information is not indicative of future operations (in thousands):

						Year Ended
						December 31, 2025						December 31, 2024
Pro forma revenues						$	12,433,281					$	10,356,628
Pro forma net income attributable to common stockholders						$	969,207					$	646,663
Per share data (diluted)
Net income attributable to common stockholders (as reported)						$	1.39					$	1.57
Net income attributable to common stockholders (pro forma)						$	1.38					$	1.55

Pro forma net income attributable to common stockholders and net income attributable to common stockholders per diluted share are impacted by the acquired lease intangibles noted above that have a weighted average amortization period of two years.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant Activity Subsequent to December 31, 2025

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.

Construction Activity

The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):

						Year Ended
						December 31, 2025						December 31, 2024						December 31, 2023
Development projects:
Seniors Housing Operating						$	937,300					$	778,834					$	463,644
Triple-net						—						—						141,142
Outpatient Medical						336,742						228,515						190,770
Total development projects						1,274,042						1,007,349						795,556
Expansion projects						—						20,229						71,250
Total construction in progress conversions						$	1,274,042					$	1,027,578					$	866,806

4. Intangible Assets and Goodwill

The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands):

						December 31, 2025						December 31, 2024
Assets:
Gross acquired lease intangibles						$	2,845,686					$	2,548,766
Accumulated amortization						(1,936,939)						(1,882,822)
Net book value						$	908,747					$	665,944
Weighted average amortization period in years						5.1						5.1
Liabilities:
Below market tenant leases						$	25,546					$	70,364
Accumulated amortization						(18,825)						(52,397)
Net book value						$	6,721					$	17,967
Weighted average amortization period in years						11.6						8.5

The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Rental income (expense) related to (above)/below market tenant leases, net						$	19					$	(463)					$	384
Amortization related to in-place lease intangibles and lease commissions						(447,380)						(286,666)						(226,663)

The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):

						Assets						Liabilities
2026						$	486,736					$	840
2027						235,437						706
2028						54,372						635
2029						18,712						625
2030						8,295						606
Thereafter						105,195						3,309
Totals						$	908,747					$	6,721

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill

The change in the carrying amount of goodwill by reportable segment is as follows (in thousands):

						Seniors Housing Operating						Outpatient Medical						Total
Balance at December 31, 2023						$	—					$	68,321					$	68,321
Goodwill acquired						$	87,192					$	—					$	87,192
Impact of foreign currency translation						(6,288)						—						(6,288)
Balance at December 31, 2024						$	80,904					$	68,321					$	149,225
Goodwill acquired						$	139,372					$	—					$	139,372
Acquisition measurement period adjustments						49,796						—						49,796
Impact of foreign currency translation						7,923						—						7,923
Balance at December 31, 2025						$	277,995					$	68,321					$	346,316

5. Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, relationship or geography). At December 31, 2025, 13 Seniors Housing Operating properties, three Triple-net properties and 81 Outpatient Medical properties, with an aggregate net real estate balance of $1,450,137,000, were classified as held for sale. In addition to the real estate owned, right of use assets, net of $79,810,000, lease liabilities of $88,595,000 and other liabilities of $57,934,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to these held for sale properties are approximately $2,267,388,000.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income from continuing operations before income taxes and other items from properties sold or classified as held for sale of $204,234,000 for the year ended December 31, 2025, and $228,959,000 and $334,209,000 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2025, we recorded impairment charges of $121,283,000 related to ten Seniors Housing Operating properties, eight Triple-net properties and four Outpatient Medical properties. During the year ended December 31, 2024, we recorded $92,793,000 of impairment charges related to 18 Seniors Housing Operating properties, three Triple-net properties and one Outpatient Medical property. During the year ended December 31, 2023, we recorded $36,097,000 of impairment charges related to seven Seniors Housing Operating property and three Triple-net properties.

The following is a summary of our real property disposition activity for the periods presented (in thousands):

						Year Ended
						December 31, 2025						December 31, 2024						December 31, 2023
Real estate dispositions:(1)
Seniors Housing Operating						$	499,509					$	390,226					$	385,128
Triple-net(2)						696,018						355,580						6,391
Outpatient Medical						3,904,036						42,761						—
Total dispositions						5,099,563						788,567						391,519
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net(3)						1,336,867						176,376						67,898
Net other assets (liabilities) disposed						203,767						(194,092)						(846)
Non-cash consideration (4)						(981,927)						(434,326)						(361,830)
Cash proceeds from real estate dispositions						$	5,658,270					$	336,525					$	96,741

(1) Dispositions occurring in the year ended December 31, 2025 include the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. Dispositions occurring in the year ended December 31, 2024 include the disposition of unconsolidated equity method investments that owned six Seniors Housing Operating properties and one Outpatient Medical property. Dispositions occurring in the year ended December 31, 2023 include the disposition of unconsolidated equity method investments related to Revera. See discussion below for further information.

(2) For the year ended December 31, 2025, excludes $342,201,000 of net real property derecognized related to 30 properties upon the reclassification from operating to sales-type leases and includes $465,198,000 of net real property derecognized related to 40 properties upon reclassification from operating to sales-type leases for which the underlying properties were sold and the sales-type lease terminated during the year. For the year ended December 31, 2024, excludes $79,695,000 of net real property derecognized related to four properties upon the reclassification of one lease from operating to sales-type and includes $297,000,000 of net real property derecognized in the third quarter related to 11 properties upon reclassification of one lease from operating to sales-type for which the underlying properties were sold and the sales-type lease terminated in the fourth quarter. (see Note 6 for additional details).

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) For the year ended December 31, 2025, excludes the $112,176,000 gain recognized as a result of the reclassification of leases from operating to sales-type for 30 properties and includes the $311,210,000 gain recognized as a result of the reclassification of leases from operating to sales-type for 40 properties for which the underlying properties were sold during the year ended December 31, 2025. For the year ended December 31, 2024, excludes the $182,642,000 gain recognized in conjunction with the joint venture consolidation (see Note 3 for additional details) and the $92,593,000 gain recognized as a result of the reclassification of one leases from operating to sales-type.

(4) Non-cash consideration for the year ended December 31, 2025 includes the fair value of the equity method investment attributed to the 16 sold Chartwell properties, the deferred consideration in lieu of cash consideration for the acquired assets classified as held for sale and sold contemporaneously with the related acquisition and the retained preferred interest related to the Outpatient Medical portfolio disposition.

Outpatient Medical Portfolio Disposition

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. Net proceeds are expected to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a mandatorily redeemable preferred interest investment recorded as a real estate loan receivable at fair value, accompanied by a profits interest. The disposition will occur in tranches expected to close through mid-2026 and some properties are subject to right of first refusals held by joint venture partners or ground lessors which could result in separate sale transactions without the mandatorily redeemable preferred equity investment or accompanying profits interest. The properties met the criteria to be classified as held for sale as of September 30, 2025 and we expect to recognize a gain on the sale of the total portfolio. We assessed this transaction and concluded that the disposal of outpatient medical properties does not constitute a strategic shift that has a major effect on our operations and financial results.

As of December 31, 2025 we have disposed of 241 properties related to the definitive agreement with an aggregate gain on real estate dispositions of $881,413,000. Total sales price related to the sale of these properties were $5,224,900,000, which included non-cash consideration of $663,814,000 representing the initial fair value of the mandatorily redeemable preferred interest investment retained.

Strategic Dissolution of Chartwell Joint Ventures

During the year ended December 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell’s interest in 23 properties and the sale of our interest in 16 properties to Chartwell.

We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.

In conjunction with the transaction, operations for the 23 now wholly-owned properties, along with operations for two other existing wholly-owned properties, transitioned to Cogir Management Corporation (“Cogir”).

Strategic Dissolution of Revera Joint Ventures

During the year ended December 31, 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 interests in 31 properties to Revera.

In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to Avery Healthcare.

Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of interests received by us of $198,837,000 and an allocation of Revera’s noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000 recognized within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par value.

We closed the portion of the transactions predominantly related to the U.S. portfolio during 2023 through (i) the acquisition of the remaining interests in ten properties currently under development or recently developed by Sunrise Senior Living (“Sunrise”) that were previously held within an equity method joint venture owned 34% by us and 66% by Revera, (ii) the

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in Sunrise Senior Living Management, Inc. (“Sunrise ManCo”). We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of $31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly-owned properties, along with operations for 26 existing wholly-owned properties, transitioned to Oakmont Management Group (“Oakmont”). We recognized an impairment charge of $28,708,000 in income (loss) from unconsolidated entities on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, calculated as the excess of the carrying value of our investment in Sunrise ManCo compared to the sales proceeds.

In April 2024, we closed the Canadian portfolio portion of the transaction through the acquisition of the remaining ownership interest in 71 properties previously held in consolidated joint venture structures in which we owned 75% of the interests, in exchange for the disposition to Revera of our interests in 14 properties. In addition, we received $60,614,000 of cash relating to the net settlement of loans previously made to Revera to fund its share of the pay-off of third-party secured debt of the joint ventures. Operations for the 71 retained properties previously transitioned to Cogir (53), Levante Living (12) and Optima Living (6) during 2023.

Total net proceeds related to the 14 properties disposed were $430,898,000, which included non-cash consideration from Revera of $434,326,000, comprised primarily of the net fair value of interests received by us in the amount of $219,940,000, debt which we were relieved of in the amount of $164,640,000 and an allocation of Revera’s noncontrolling interests in the disposed properties of $53,174,000. We disposed of net real property owned of $293,257,000 and paid $3,428,000 of cash transaction-related expenses for the sale of the 14 properties, resulting in a gain of $137,641,000 recognized within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 71 properties was primarily comprised of the $219,940,000 of fair value of interests transferred by us, a cash payment of $51,986,000 to equalize the value exchanged between the parties and $17,258,000 of cash paid for transaction-related expenses. We derecognized $246,564,000 of Revera’s noncontrolling interests in the acquired properties with an adjustment of $42,619,000 recognized in capital in excess of par value.

The non-cash investing activity with respect to the sale of the properties to Revera and non-cash financing activity with respect to the acquisition of Revera’s interests have been excluded from our Consolidated Statements of Cash Flows.

Genesis HealthCare

As part of the substantial exit of the Genesis HealthCare (“Genesis”) operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities from Genesis 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 (excluded from the dispositions table above) 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.

6. Leases

Lessee

We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we generally use our incremental borrowing rate available at lease commencement, underlying collateral for the lease and the ability to borrow against that collateral on a secured basis to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years, as well as other longer term market rates).

The components of lease expense were as follows for the periods presented (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

												Year Ended December 31,
						Classification						2025						2024						2023
Operating lease cost: (1)
Real estate lease expense						Property operating expenses						$	104,006					$	42,110					$	21,970
Non-real estate investment lease expense						General and administrative expenses						6,255						5,190						7,243
Financing lease cost:
Amortization of leased assets						Property operating expenses						8,596						5,852						5,854
Interest on lease liabilities						Interest expense						10,583						4,332						4,050
Sublease income						Rental income						—						—						(3,933)
Total												$	129,440					$	57,484					$	35,184

(1) Includes short-term leases, which are immaterial.

Maturities of lease liabilities as of December 31, 2025 are as follows (in thousands):

						Operating Leases						Financing Leases
2026						$	116,886					$	29,740
2027						117,630						29,494
2028						117,061						27,951
2029						116,662						28,424
2030						117,309						28,979
Thereafter						2,516,907						1,289,541
Total lease payments						3,102,455						1,434,129
Less: Imputed interest						(1,459,606)						(893,985)
Total present value of lease liabilities						$	1,642,849					$	540,144

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases in which we are the lessee is as follows for the periods presented (in thousands, except lease terms and discount rate):

			Classification						December 31, 2025						December 31, 2024
Right of use assets:
Operating leases - real estate			Right of use assets, net						$	1,537,490					$	1,094,549
Financing leases - real estate			Right of use assets, net						620,555						106,582
Real estate right of use assets, net									2,158,045						1,201,131
Operating leases - non-real estate investments			Receivables and other assets						25,073						7,605
Total right of use assets, net									$	2,183,118					$	1,208,736
Lease liabilities:
Operating leases									$	1,642,849					$	1,150,062
Financing leases									540,144						108,037
Total lease liabilities									$	2,182,993					$	1,258,099
Weighted average remaining lease term (years):
Operating leases									24.3						28.1
Financing leases									40.3						51.2
Weighted average discount rate:
Operating leases									4.8		%				5.0		%
Financing leases									5.9		%				6.0		%

Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):

									Year Ended December 31,
			Classification						2025						2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			Decrease (increase) in receivables and other assets						$	32,238					$	13,108					$	(590)
Operating cash flows from operating leases			Increase (decrease) in accrued expenses and other liabilities						(26,175)						(10,570)						(2,037)
Operating cash flows from financing leases			Decrease (increase) in receivables and other assets						5,163						885						3,061
Financing cash flows from financing leases			Other financing activities						182						1,211						(2,704)

Lessor

Operating Leases

Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. During the years ended December 31, 2025, 2024 and 2023, we wrote-off previously recognized straight-line rent receivable and unamortized lease incentive balances of $604,000, $139,652,000 and $16,642,000, respectively, through reductions of rental income, which related to leases for which the collection of substantially all contractual lease payments was no longer probable due primarily to agreements reached to convert Triple-net leased properties to Seniors Housing Operating RIDEA structures.

Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842 typically include some form of operating expense reimbursement by the tenant. Rental income related to operating leases and the corresponding variable lease payments, which primarily represent the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes, for the periods indicated were as follows (in thousands):

						Year Ended December 31,
						2025						2024						2023
Fixed income from operating leases						$	1,762,657					$	1,351,865					$	1,344,096
Variable lease income						205,278						218,413						211,977

For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606. Within that reportable segment, we also

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognize revenue from residential wellness housing leases in accordance with ASC 842. The amount of revenue related to these leases was $810,029,000, $587,224,000 and $466,162,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table sets forth the future minimum lease payments receivable for operating leases in effect at December 31, 2025 (excluding properties in our Seniors Housing Operating portfolio and excluding any operating expense reimbursements) (in thousands):

						Operating Leases
2026						$	1,532,068
2027						1,553,284
2028						1,578,835
2029						1,594,416
2030						1,612,594
Thereafter						19,599,874
Total						$	27,471,071

Sales-Type Leases

During the fourth quarter of 2025, 66 properties previously leased to Integra Healthcare Properties (“Integra”) under a long term master lease were reclassified from operating to sales-type leases due to the exercise, or expected exercise, by the respective subtenants of purchase options related to these properties and resulting reassessment of lease classification in accordance with ASC 842. In conjunction with this reclassification, a gain of $423,388,000 was recognized in gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. In addition, during the fourth quarter of 2025, we completed the sale of 36 of the properties for net proceeds of $759,346,000, which was recognized in proceeds from sales of real property in the Consolidated Statements of Cash Flows. We expect to sell the remaining 30 properties which are recorded in investment in sales-type leases, net in the Consolidated Balance Sheets during 2026.

On September 30, 2024, we reached agreements with a tenant to sell 15 properties, which were included in two master leases previously classified as operating leases. As a result of the agreement to sell the properties, the two leases were classified as sales-type leases and a gain of $92,593,000 was recognized in gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. During the three months ended December 31, 2024, we sold 11 of the 15 properties for net proceeds of $101,614,000, which was recognized in proceeds from sales of real property in the Consolidated Statements of Cash Flows. During the year ended December 31, 2025, we sold the remaining four properties and recognized net proceeds of $174,824,000 on the sale, which was included in proceeds from sales of real property in the Consolidated Statements of Cash Flows.

We recognized $2,111,000 and $8,167,000 of interest income related to investments in sales-type leases during the years ended December 31, 2025 and December 31, 2024, respectively. We did not record any interest income from sales-type leases during the year ended December 31, 2023. Estimated future receipts related to properties subject to leases classified as sales-type leases as of December 31, 2025, which represent the estimated purchase price plus remaining rents, totaled $499,018,000.

7. Loans Receivable

Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and other assets. The following is a summary of our loans receivable (in thousands):

						Year Ended December 31,
						2025						2024
Mortgage loans						$	1,021,355					$	1,540,437
Other real estate loans						827,742						290,438
Allowance for credit losses on real estate loans receivable						(17,887)						(25,831)
Real estate loans receivable, net of credit allowance						1,831,210						1,805,044
Non-real estate loans						258,205						230,508
Allowance for credit losses on non-real estate loans receivable						(7,150)						(7,966)
Non-real estate loans receivable, net of credit allowance						251,055						222,542
Total loans receivable, net of credit allowance						$	2,082,265					$	2,027,586

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued interest receivable was $23,497,000 and $32,205,000 as of December 31, 2025 and December 31, 2024, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets.

The following is a summary of our loan activity for the periods presented (in thousands):

						Year Ended
						December 31, 2025						December 31, 2024						December 31, 2023
Advances on loans receivable						$	691,334					$	623,501					$	490,736
Less: Receipts on loans receivable						222,348						294,409						90,215
Net cash advances (receipts) on loans receivable						$	468,986					$	329,092					$	400,521

During the year ended December 31, 2024, we provided a first mortgage loan in the amount of $456,199,000, collateralized by a portfolio of seniors housing communities. The loan bears interest at 10% per annum.

In conjunction with the Outpatient Medical Portfolio Disposition discussed in Note 5, we retained a mandatorily redeemable preferred equity investment of $663,814,000, which is classified as a real estate loan in accordance with ASC 310, Receivables. The real estate loan was recorded at its initial fair value which is inclusive of a discount of $232,962,000 resulting from a below-market return. Furthermore, the real estate loan is excluded from the loan activity table above and from our Consolidated Statement of Cash Flows given the transaction represented a non-cash activity.

The following is a summary of our loans by credit loss category (in thousands):

			December 31, 2025
Loan category			Years of Origination			Loan Carrying Value						Allowance for Credit Loss						Net Loan Balance						No. of Loans
Deteriorated loans (1)			2007 - 2019			$	125,046					$	(8,204)					$	116,842					5
Collective loan pool			2010 - 2020			39,583						(336)						39,247						11
Collective loan pool			2021			64,515						(548)						63,967						6
Collective loan pool			2022			100,574						(854)						99,720						13
Collective loan pool			2023			305,135						(2,590)						302,545						8
Collective loan pool			2024			516,626						(4,386)						512,240						10
Collective loan pool			2025			955,823						(8,119)						947,704						14
Total loans						$	2,107,302					$	(25,037)					$	2,082,265					67

(1) Interest recognized on loans classified as deteriorated loans as of the end of the respective reporting period was $14,124,000 for the year ended December 31, 2025. No such amounts were recognized during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2024, we sold the entirety of the Genesis unsecured notes receivable for cash proceeds of $24,246,000. In addition, we sold a portion of the secured notes receivable from Genesis for cash proceeds of $74,134,000. The cash proceeds from these sales are included in receipts on loans receivable in the summary of loan activity table above. Both the unsecured and the secured notes with Genesis are non-real estate loans receivable. Additionally, during 2024 the secured notes were modified to extend the maturity date to June 30, 2026 and to convert to cash-pay interest beginning January 1, 2025.

During the year ended December 31, 2025, we reclassified the entirety of the secured notes receivable from Genesis, with a carrying value of $108,047,000, to the deteriorated loan category following Genesis’s initiation of Chapter 11 bankruptcy proceedings. The notes receivable were evaluated on an individual basis to determine the appropriateness of the allowance for credit losses, which included an estimate of collectability, collateral valuation and the anticipated recovery through the bankruptcy process.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the activity within the allowance for credit losses on loans receivable for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Balance at beginning of year						$	33,797					$	194,463					$	164,249
Provision for loan losses, net(1)						(9,416)						10,125						8,797
Purchased deteriorated loan						—						—						19,077
Reserve for unrecognized interest added to principal						—						—						2,066
Loan write-offs						(71)						(170,483)						—
Effect of foreign currency translation						727						(308)						274
Balance at end of year						$	25,037					$	33,797					$	194,463
(1) Excludes the provision for loan loss on held-to-maturity debt securities.

8. Investments in Unconsolidated Entities

We participate in a number of joint ventures, which generally invest in seniors housing and healthcare real estate. Our share of the results of operations for these properties has been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):

						Percentage Ownership(1)						December 31, 2025						December 31, 2024
Seniors Housing Operating						8% to 95%						$	1,466,832					$	1,412,708
Triple-net						10% to 25%						19,055						35,066
Outpatient Medical						15% to 50%						221,808						249,889
Non-segment/Corporate						32% to 88%						101,895						71,109
Total												$	1,809,590					$	1,768,772

(1) As of December 31, 2025 and includes ownership of investments classified as liabilities and excludes ownership of in-substance real estate and cost method investments.

During the year ended December 31, 2023 we recognized $35,293,000 of impairment losses related to investments in unconsolidated entities in our Consolidated Statements of Comprehensive Income as income (loss) from unconsolidated entities. No such impairment losses were recognized during the years ended December 31, 2025 or 2024.

We own interests in certain entities that provide comprehensive property management services with respect to certain of our Seniors Housing Operating properties. We pay management fees to these entities based on management agreements, plus if applicable, positive or negative adjustments based on specified performance targets. For the years ended December 31, 2025, 2024 and 2023, we recognized fees of $87,639,000, $65,445,000 and $61,720,000, respectively, that are reflected within property operating expenses within our Consolidated Statements of Comprehensive Income.

At December 31, 2025, the aggregate unamortized basis difference of our joint venture investments of $182,619,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income (loss) from unconsolidated entities.

We have made loans related to 22 properties as of December 31, 2025 for the development and construction of certain properties that have a carrying value of $897,724,000. We believe that such borrowers typically represent VIEs in accordance with ASC 810. VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower’s equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We are obligated to fund an additional $56,940,000 related to these investments.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2025, we announced the formation of a private funds management business in conjunction with the launch of Seniors Housing Fund I LP (the “Fund”). The Fund was formed with the intent to invest in U.S. seniors housing properties that are either stable or with a near-term path to stabilization. Welltower serves as the general partner and asset manager and has a limited partner interest in the Fund, which is unconsolidated due to certain rights held by third-party limited partners. As of December 31, 2025, our unconsolidated investment balance in the Fund was $185,482,000.

9. Credit Concentration

We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the year ended December 31, 2025, excluding our share of NOI in unconsolidated entities (dollars in thousands):

						Number of						Total						Percent of
Concentration by relationship:(1)						Properties						NOI						NOI(2)
Cogir Management Corporation						174						$	329,715					8%
Care UK						274						221,605						5%
Sunrise Senior Living						80						216,463						5%
Integra Healthcare Properties						79						189,640						4%
Oakmont Management Group						71						179,435						4%
Remaining portfolio						2,048						3,213,095						74%
Totals						2,726						$	4,349,953					100%

(1) Cogir, Care UK, Sunrise and Oakmont are in our Seniors Housing Operating segment. Integra is in our Triple-net segment.

(2) NOI with our top five relationships comprised 27% of total NOI for the year ending December 31, 2024.

(3) For the year ended December 31, 2025, we recognized $1,169,712,000 of revenue from properties managed by Care UK.

10. Borrowings Under Credit Facilities and Commercial Paper Program

At December 31, 2025, we had a primary unsecured credit facility with a consortium of 29 banks that included a $5,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $2,000,000,000 tranche that matures on July 24, 2029 (none outstanding at December 31, 2025) and a $3,000,000,000 tranche that matures on July 24, 2028 (none outstanding at December 31, 2025). The term credit facilities mature on July 19, 2026. The $3,000,000,000 tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the $5,000,000,000 unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at December 31, 2025). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate (“SOFR”) interest rate. Based on our current credit ratings and annual sustainability results, the loans under the unsecured revolving credit facility currently bear interest at 0.705% over the adjusted SOFR rate at December 31, 2025. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. This fee depends on our debt ratings and annual sustainability results and was 0.120% at December 31, 2025.

Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $2,000,000,000 (none outstanding at December 31, 2025).

Borrowings and offsetting repayments under the unsecured credit facility and commercial paper program that occur within the same period are shown net on the Consolidated Statements of Cash Flows. The following information relates to aggregate borrowings for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Balance outstanding at year end						$	—					$	—					$	—
Maximum amount outstanding at any month end						$	1,890,000					$	—					$	205,000
Average amount outstanding (total of daily principal balances divided by days in period)						$	205,125					$	—					$	16,233
Weighted average interest rate (actual interest expense divided by average borrowings outstanding)						4.38		%				—		%				5.05		%

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Senior Unsecured Notes and Secured Debt

At December 31, 2025, the annual principal payments due on our debt obligations were as follows (in thousands):

						Senior Unsecured Notes (1,2)						Secured Debt (3)						Other Financial Obligations (4)						Totals
2026(5)						$	2,703,561					$	246,296					$	1,626					$	2,951,483
2027(6,7)						1,901,060						355,635						1,660						2,258,355
2028(8)						2,539,475						191,638						1,754						2,732,867
2029						2,159,899						420,896						1,853						2,582,648
2030						1,750,000						158,629						1,958						1,910,587
Thereafter(9)						5,472,250						1,199,986						251,176						6,923,412
Total principal balance						16,526,245						2,573,080						260,027						19,359,352
Unamortized discounts and premiums, net						(23,376)						—						—						(23,376)
Unamortized debt issuance costs, net						(74,807)						(13,671)						—						(88,478)
Fair value adjustments and other, net						(44,540)						(124,339)						118,683						(50,196)
Total carrying value of debt						$	16,383,522					$	2,435,070					$	378,710					$	19,197,302

(1) Annual interest rates range from 2.05% to 6.50% The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.95%, 3.81% and 4.05%. as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

(2) All senior unsecured notes, with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027, have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.

(3) Represents secured debt instruments with annual interest rates ranging from 1.51% to 5.68%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.06%, 4.17% and 4.76% as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Gross real property value of the properties securing the debt totaled $6,177,281,000 at December 31, 2025.

(4) Other financial obligations represent liabilities related to failed sale leasebacks acquired, which include an aggregate effective interest rate of 5.32%.

(5) Includes $2,747,615,000 of Canadian-denominated unsecured term loans (approximately $2,003,561,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2025). The terms loans mature on October 9, 2026, and bear interest at adjusted Canadian Overnight Repo Rate Average plus 0.30% (2.57% at December 31, 2025).

(6) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $182,300,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2025). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.78% (4.63% at December 31, 2025) and adjusted Canadian Overnight Repo Rate Average plus 0.78% (3.36% at December 31, 2025), respectively.

(7) Includes $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $218,760,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2025).

(8) Includes £550,000,000 of 4.80% senior unsecured notes due 2028 (approximately $739,475,000 based on the Pounds Sterling/U.S. Dollar exchange rate on December 31, 2025).

(9) Includes £500,000,000 of 4.50% senior unsecured notes due 2034 (approximately $672,250,000 based on the Pounds Sterling/U.S. Dollar exchange rate on December 31, 2025).

The following is a summary of our senior unsecured notes principal activity during the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Beginning balance						$	13,326,465					$	13,699,619					$	12,584,529
Debt issued						4,384,511						1,035,000						1,035,000
Debt extinguished						(1,344,645)						(1,350,000)						—
Effect of foreign currency translation						159,914						(58,154)						80,090
Ending balance						$	16,526,245					$	13,326,465					$	13,699,619

Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower’s ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior unsecured notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, subject to certain contractual restrictions, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Exchangeable Senior Unsecured Notes

In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.750% exchangeable senior unsecured notes maturing May 15, 2028 (the “2028 Exchangeable Notes”) unless earlier exchanged, purchased or redeemed. In July 2024, Welltower OP issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029 (the “2029 Exchangeable Notes”) unless earlier exchanged, purchased or redeemed. These notes are referred to collectively as the “Exchangeable Notes.“

The following is a summary of the outstanding exchangeable features:

						Number of shares of Welltower Inc. Common Stock into which $1,000 of Principal is Exchangeable(1)						Approximate Equivalent Exchange Price per Share(1)						Exchangeable Date
2028 Exchangeable Notes						10.5147						$	95.10					November 15, 2027
2029 Exchangeable Notes						7.8239						$	127.81					January 15, 2029

(1) The exchange rate is subject to adjustment upon the occurrence of specified events, including in the event of the payment of a quarterly dividend in excess of a specified amount, but will not be adjusted for any accrued and unpaid interest. The amounts presented reflect the impact of the exchange rate adjustments resulting from the actual dividend rates paid.

Prior to the close of business on the business day immediately preceding the respective exchangeable dates noted in the table above, the Exchangeable Notes are exchangeable at the option of the holders only upon certain circumstances and during certain periods. On or after the respective exchangeable dates noted in the table above, the Exchangeable Notes will be exchangeable at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. Welltower OP will settle exchanges of the Exchangeable Notes by delivering cash up to the principal amount of the Exchangeable Notes exchanged and, in respect of the remainder of the exchanged value, if any, in excess thereof, cash or shares of Welltower’s common stock, or a combination thereof, at the election of Welltower OP.

The Exchangeable Notes were exchangeable as of December 31, 2025. There were not any Exchangeable Notes presented for exchange during the years ended December 31, 2025 and 2024.

Welltower OP may redeem the 2028 Exchangeable Notes and 2029 Exchangeable Notes, at its option in whole or in part, on any business day on or after May 20, 2026 and July 20, 2027, respectively, if the last reported sales price of the common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Welltower OP provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date.

The following is a summary of the components of the outstanding Exchangeable Notes as of December 31, 2025 and 2024 (in thousands):

						December 31, 2025												December 31, 2024
						2028 Exchangeable Notes						2029 Exchangeable Notes						2028 Exchangeable Notes						2029 Exchangeable Notes
Principal						$	1,035,000					$	1,035,000					$	1,035,000					$	1,035,000
Less: unamortized debt issuance costs						10,951						14,112						15,622						18,422
Net carrying value included in senior unsecured notes						$	1,024,049					$	1,020,888					$	1,019,378					$	1,016,578

The following is a summary of our interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2025, 2024 and 2023 (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						Year Ended December 31,
						2025						2024						2023
Contractual interest expense						$	60,807					$	43,736					$	18,184
Amortization of debt issuance costs						8,718						6,525						2,975
Total interest expense						$	69,525					$	50,261					$	21,159

The following is a summary of our secured debt principal activity for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Beginning balance						$	2,467,223					$	2,222,445					$	2,129,954
Debt issued						4,871						197,930						385,115
Debt assumed						469,130						960,300						428,578
Debt extinguished						(346,964)						(450,720)						(687,780)
Debt disposed(1)						—						(359,140)						—
Principal payments						(64,207)						(47,329)						(54,076)
Effect of foreign currency translation						43,027						(56,263)						20,654
Ending balance						$	2,573,080					$	2,467,223					$	2,222,445
(1) Please see Note 5 for additional information.

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2025, we were in compliance in all material respects with all of the covenants under our debt agreements.

12. Derivative Instruments

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.

Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. This swap was terminated in January 2024 resulting in a loss of $59,555,000. As of December 31, 2025, the unamortized loss amount was $45,875,000. In January 2024, we entered into a $550,000,000 forward-starting fixed to floating swap which converts a portion of cash flows on our $750,000,000 2.8% senior unsecured notes to floating rate. The swap became effective in June 2025 and matures in December 2030. As of December 31, 2025, the carrying amount of the notes, exclusive of the hedge, was $744,648,000. The fair value of the swap as of December 31, 2025 was $1,335,000 and was recorded as a derivative asset with an offset to senior unsecured notes on our Consolidated Balance Sheets.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income (“OCI”), are expected to be reclassified into earnings during 2026.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash flows from derivatives accounted for as a fair value or cash flow hedge are classified in the same category as the cash flows from the items being hedged in the Consolidated Statements of Cash Flows.

Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges

We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.

During the years ended December 31, 2025, 2024 and 2023 we settled certain net investment hedges necessitating cash payments of $3,359,000 and generating cash proceeds of $17,118,000 and $29,553,000, respectively. The balance of the cumulative translation adjustment will be reclassified into earnings if the hedged investment is sold or substantially liquidated.

Derivative Contracts Undesignated

We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures.

Equity Warrants

We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provided us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives. The warrants were classified within receivables and other assets on our Consolidated Balance Sheets and were measured at fair value, with changes in fair value being recognized within loss (gain) on derivatives and financial instruments, net in our Consolidated Statements of Comprehensive Income. Please refer to Note 3 for information related to consideration for the HC-One acquisition, which included the settlement of the outstanding warrants.

The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):

						December 31, 2025						December 31, 2024
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars						$	5,702,699					$	2,904,028
Denominated in Pounds Sterling						£	8,830,708					£	1,430,708
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars						$	250,000					$	250,000
Denominated in Pounds Sterling						£	1,050,000					£	1,050,000
Interest rate swaps and caps designated as cash flow hedges:
Denominated in U.S. Dollars						$	—					$	22,601
Denominated in Canadian Dollars (1)						$	32,000					$	—
Interest rate swaps designated as fair value hedges:
Denominated in U.S. Dollars						$	550,000					$	550,000
Derivative instruments not designated:
Foreign currency exchange contracts denominated in Canadian Dollars						$	2,827,565					$	80,000

(1) As of December 31, 2025 the maximum maturity date was May 19, 2027.

The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):

												Year Ended
Description						Location						December 31, 2025						December 31, 2024						December 31, 2023
Gain (loss) on derivative instruments designated as hedges recognized in income						Interest expense						$	42,427					$	23,546					$	18,068
Gain (loss) on derivative instruments not designated as hedges recognized in income						Interest expense						$	24,739					$	4,609					$	(1,383)
Gain (loss) on equity warrants recognized in income						Gain (loss) on derivatives and financial instruments, net						$	(22,407)					$	27,898					$	2,218
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI						OCI						$	(605,892)					$	166,329					$	(245,095)

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Commitments and Contingencies

At December 31, 2025, we had 23 outstanding letter of credit obligations totaling $47,729,000 and expiring in 2026. At December 31, 2025, we had outstanding construction in progress of $738,859,000 and were committed to providing additional funds of approximately $493,027,000 to complete construction. Additionally, at December 31, 2025 we had outstanding investments classified as in substance real estate of $897,724,000 and were committed to provide additional funds of $56,940,000 (see Note 8 for additional information).

We have entered into put-call agreements with third parties in conjunction with certain development projects. Under these agreements, we can initiate a call right or the third party can initiate a put right upon certain conditions being met, which would result in the acquisition of the related property by us, for which we currently have no ownership interest. If all conditions had been met under these agreements as of December 31, 2025, and the put or call rights for each investment had been triggered, the amount payable by us to acquire these properties would have been $375,660,000.

14. Stockholders’ Equity

The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:

						December 31, 2025						December 31, 2024
Preferred Stock, $1.00 par value:
Authorized shares						50,000,000						50,000,000
Issued shares						—						—
Outstanding shares						—						—
Common Stock, $1.00 par value:
Authorized shares						1,400,000,000						1,400,000,000
Issued shares						696,631,868						637,056,054
Outstanding shares						696,507,255						635,289,329

Common Stock

In October 2025, we entered into an equity distribution agreement whereby we can offer and sell up to $7,500,000,000 aggregate amount of our common stock, which replaced our prior equity distribution agreement dated March 28, 2025 allowing us to sell up to $7,500,000,000 aggregate amount of our common stock (collectively, along with other previous agreements, referred to as the “ATM Program”). The ATM Program allows us to enter into forward sale agreements (none outstanding at December 31, 2025). As of December 31, 2025, we had $5,782,842,000 of remaining capacity under the ATM Program. Subsequent to December 31, 2025, we sold 887,205 shares of common stock under the ATM Program.

The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except average price):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						Shares Issued						Average Price						Gross Proceeds						Net Proceeds
2023 Option exercises						3,541						$	78.23					$	277					$	277
2023 ATM Program issuances						53,300,874						80.92						4,313,007						4,290,766
2023 Equity issuance						20,125,000						88.06						1,772,216						1,719,086
2023 Redemption of OP Units and DownREIT Units						335,562												—						—
2023 Stock incentive plans, net of forfeitures						(32,733)												—						—
2023 Totals						73,732,244												$	6,085,500					$	6,010,129
2024 Option exercises						17,809						$	71.59					$	1,275					$	1,275
2024 ATM Program issuances						70,419,530						105.82						7,452,108						7,414,503
2024 Redemption of OP Units and DownREIT Units						494,941												—						—
2024 Stock incentive plans, net of forfeitures						114,579												—						—
2024 Totals						71,046,859												$	7,453,383					$	7,415,778
2025 Option exercises						35,552						$	75.13					$	2,671					$	2,671
2025 ATM Program issuances						56,120,996						159.47						8,949,394						8,898,195
2025 Equity issuance(1)						3,259,280						158.91						517,925						517,925
2025 Redemption of OP Units and DownREIT Units						1,593,802												—						—
2025 Stock incentive plans, net of forfeitures						208,296												—						—
2025 Totals						61,217,926												$	9,469,990					$	9,418,791

(1) Relates to the re-issuance of treasury shares and issuance of common stock in lieu of cash consideration for the acquisition of real property. Please see Note 3 for additional information.

Dividends

Please refer to Note 19 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):

						Year Ended
						December 31, 2025												December 31, 2024												December 31, 2023
						Per Share						Amount						Per Share						Amount						Per Share						Amount
Common stock						$	2.82					$	1,877,289					$	2.56					$	1,546,291					$	2.44					$	1,259,676

Accumulated Other Comprehensive Income

The following is a summary of accumulated other comprehensive income/(loss) as of the periods presented (in thousands):

						December 31, 2025						December 31, 2024
Foreign currency translation						$	(598,593)					$	(1,276,625)
Derivative and financial instruments designated as hedges						310,952						916,844
Total accumulated other comprehensive income (loss)						$	(287,641)					$	(359,781)

15. Stock Incentive Plans

In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan (“2022 Plan”), which initially authorized up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board. Awards granted after March 28, 2022 are issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three to five years. Options expire ten years from the date of grant. In April 2025, our Board of Directors adopted, subject to shareholder approval obtained in May 2025, an amendment to the 2022 Plan (the “Amended and Restated Plan”), primarily to increase the aggregate number of shares of common stock authorized for issuance by 10,000,000 shares, bringing the total of shares authorized under the plan to 20,000,000 shares.

Under our long-term incentive plan, restricted stock unit awards are market, performance or time-based. For market and performance-based awards, we will grant a target number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of three to five years. Performance-based awards vest after the end of the performance periods, generally within one year following the

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

conclusion of such period. The expected term represents the period from the grant date through the applicable vesting date. Compensation expense for performance-based awards is measured based on the probability of achievement of certain performance goals and is recognized over the requisite service period. For the portion of the grant for which the award is determined by the operating performance metrics, the compensation cost is based on the grant date closing price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance-based restricted stock units to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return (“TSR”), management uses a Monte Carlo model to assess the fair value and compensation cost. For time-based awards, the fair value of the restricted stock units is equal to the market price of our common stock on the date of grant and is amortized over the vesting periods. For purposes of measuring stock-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were deemed necessary for the years ended December 31, 2025, 2024 or 2023. Forfeitures are accounted for as they occur.

The following table summarizes compensation expense recognized for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Stock options						$	9,646					$	16,837					$	2,741
Restricted stock units						138,414						58,984						34,458
LTIP Units - Ten Year Program						1,408,672						—						—
Total compensation expense						$	1,556,732					$	75,821					$	37,199

Stock Options

No stock options were granted during the year ended December 31, 2025. As of December 31, 2025, there were 1,412,420 stock options outstanding, of which 1,077,006 were exercisable. As of December 31, 2025, there was $1,705,000 of total unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of one year.

During the year ended December 31, 2024, the performance goal associated with performance-based stock options granted in December 2021 became probable and was ultimately achieved, resulting in the recognition of $14,073,000 of stock compensation expense, including a cumulative catch up adjustment.

Restricted Stock Units

During the year ended December 31, 2025, we granted 459,249 restricted stock units with a weighted average grant date fair value of $174.51. We used a Monte Carlo model to assess the compensation cost associated with the portion of the market awards granted for which achievement will be determined using TSR measures. The model also considers a post-vesting holding period. The assumptions used and estimated grant-date award values are as follows:

						2025
Dividend yield						2.15%
Estimated volatility over the life of the plan(1)						22.02% - 25.13%
Risk free rate						4.49% - 4.38%
Discount for lack of marketability						14.62% - 15.10%
Estimated grant date award value per target unit						$119.31 - $199.38

(1) Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.

As of December 31, 2025, there were 608,033 unvested restricted stock units. This amount excludes performance-based restricted stock units for which continued service-based vesting conditions were waived during the year. The accounting effects of these award modifications are discussed further below. As of December 31, 2025, there was $23,253,000 of total unrecognized compensation expense related to unvested restricted stock units that is expected to be recognized over a weighted average period of two years.

During the year ended December 31, 2024, the performance goal associated with certain performance-based restricted stock unit awards granted in January 2022 became probable and then was ultimately achieved, resulting in the recognition of stock compensation expense of $19,341,000, including a cumulative catch up adjustment.

Ten Year Program LTIP Units

On October 26, 2025, our Board of Directors adopted the Ten Year Executive Continuity and Alignment Program (the “Executive Ten Year Program”). The Executive Ten Year Program is part of a broader reconfiguration of our executive compensation program, which includes new equity-based incentive awards and changes to our existing executive compensation programs and is intended to be the primary executive compensation program for our executive leadership team for the next

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

decade. Under the Executive Ten Year Program, an award of LTIP Units of Welltower OP (which are intended to be treated as profits interests for U.S. federal income tax purposes and, subject to achievement of certain conditions described below, may become redeemable, and may be redeemed, for shares of Welltower common stock as further described below), to each of our named executive officers (the “Executives” and such awards, the “Executive LTIP Unit Awards”) has been approved by our Board of Directors as described in more detail in item 5.02 of our Current Report on Form 8-K filed on October 27, 2025.

The Executive LTIP Unit Awards will be subject to restrictions on redemption and transferability, certain punitive repurchase mechanisms and to clawback in certain circumstances. The Executive LTIP Unit Awards, except in the case of termination of employment under certain circumstances or a Change in Corporate Control (generally, as defined in the Amended and Restated Plan), will not be redeemable for shares of Welltower common stock until October 31, 2030 at the earliest, at which point they will become redeemable in substantially equal monthly installments through September 30, 2035. One-half of the Executive LTIP Unit Awards (the “Performance-Based LTIP Units”) will be subject to forfeiture if certain predetermined performance milestones are not achieved over a five-year performance period commencing on October 6, 2025 and ending on October 5, 2030 (the “Performance Period”). One-half of the Executive LTIP Unit Awards are not subject to achievement of predetermined performance milestones (the “Time-Based LTIP Units”). None of the Executive LTIP Unit Awards will be subject to any service-based vesting conditions.

Upon an Executive’s resignation other than due to a Qualifying Termination (as defined in the Executive LTIP Unit Awards), (i) any portion of the Executive LTIP Unit Award that is not then redeemable will be subject to an automatic delay of the Executive’s right to redeem the Executive LTIP Unit Award for shares of Welltower common stock and restrictions with respect to future distributions thereon until (a) for Mr. Mitra, 15 years following the grant date, and (b) for all other Executives, 20 years following the grant date (as applicable, the “Extended Redemption Date”), and (ii) if the resignation occurs prior to the end of the Performance Period, Mr. Mitra’s Time-Based LTIP Units and all associated distributions will be subject to clawback, unless Welltower’s total shareholder return (“TSR”) is positive as of the end of the Performance Period. In addition, upon the Executive’s resignation other than due to a Qualifying Termination, Welltower OP will have the discretionary right, during the applicable period commencing on the later of the date of resignation or the second calendar day following the six month anniversary of the grant and ending on the Extended Redemption Date, to repurchase all or any portion of the Executive LTIP Unit Award that is not then redeemable at its fair market value at the time that the repurchase right is exercised, which may include discounts for lack of transferability through the applicable Extended Redemption Date, lack of marketability due to the delay in redemption rights, time value of money and minority interest.

One-half of the Performance-Based LTIP Units will become eligible to be earned subject to Welltower’s TSR relative to the TSR of each of the FTSE NAREIT Healthcare Index, the MSCI US REIT Index and the S&P 500 Index (in each case, removing Welltower from each index in calculating each index return) equally weighted, over the Performance Period. One-half of the Performance-Based LTIP Units will become eligible to be earned subject to Welltower’s achievement of certain market capitalization milestones over any 60 consecutive calendar-day period during years four and five of the Performance Period; provided, however, for purposes of determining the number of shares used for determining achievement of the market capitalization milestone, new share issuances under our ATM Program will be limited, with the intention that at least 50% of any increase in daily market capitalization that counts toward achievement of the milestones is attributable to share price appreciation, and in all cases no portion of the market capitalization linked Performance-Based LTIP Unit award will be earned if Welltower does not achieve a positive TSR as of the end of the Performance Period.

On December 31, 2025, our Compensation Committee adopted the Ten Year Key Employee Continuity and Alignment Program (together with the Executive Ten Year Program, the “Ten Year Program”). LTIP Units of Welltower OP were granted to certain other key employees under the Ten Year Program (the “Key Employees” and such awards, the “Key Employee LTIP Unit Awards”). The Key Employee LTIP Unit Awards generally contain terms substantially similar to the Executive LTIP Unit Awards, including performance-based conditions measured over the same five-year performance period applicable to the Executive LTIP Unit Awards. A portion of the Key Employee LTIP Unit Awards is subject to the same total shareholder return and market capitalization performance conditions applicable to the Executive LTIP Unit Awards described above. The Key Employee LTIP Unit Awards are also subject to restrictions on redemption and transferability that are the same as those applicable to the Executive LTIP Unit Awards held by Executives other than Mr. Mitra, and include resignation-related provisions that are the same as those applicable to the Executive LTIP Unit Awards held by Executives other than Mr. Mitra, and, except in the case of termination of employment under certain circumstances or a Change in Corporate Control, are not redeemable for shares of Welltower common stock until December 31, 2030, at which point they become redeemable in substantially equal monthly installments through November 29, 2035.

The following table summarizes LTIP Units granted in 2025 under the Ten Year Program:

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Grant						Time-Based LTIP Units						Performance-Based LTIP Units (Target)						Total LTIP Units (Target)
Executives						4,084,781						4,084,781						8,169,562
Key Employees						525,000						1,575,000						2,100,000
Total						4,609,781						5,659,781						10,269,562

Awards granted to Executives and Key Employees under the Ten Year Program are classified as equity awards under ASC 718. The awards are fully vested on the date of grant for accounting purposes but remain subject to redemption restrictions to the extent service-based requirements have not been met and to market conditions being achieved with respect to Performance-Based LTIP Units.

Grant-date fair value was measured for multiple potential outcomes using a Monte Carlo simulation model. The model incorporates assumptions related to expected volatility, risk-free interest rates, dividend yield, correlations among Welltower’s stock and relevant indices, expected share issuances, transfer restrictions, and discounts for lack of marketability and liquidity risk. Separate grant-date fair values were estimated for multiple potential outcomes, including scenarios reflecting continued employment and extended transfer restrictions. Compensation cost recognized on the grant date reflects the award’s fair value assuming subsequent service provided by the grantee is insufficient to earn the relief of redemption and transferability restrictions prior to the Extended Redemption Date. Incremental compensation cost is recognized over the ten-year period during which the related service conditions affecting restrictions on redemption and transferability and market-condition removal are satisfied. During the year ended December 31, 2025, we recognized $1,408,672,000 in stock compensation expense related to the LTIP Units granted under the Ten Year Program. As of December 31, 2025, there was $269,510,000 of total unrecognized compensation expense related to the LTIP Units granted under the Ten Year Program that is expected to be recognized through 2035 over a weighted average period of four years.

The following table summarizes key assumptions and estimated grant-date award values used in the Monte Carlo valuation of LTIP Units granted under the Ten Year Program:

			Executive						Key Employee
Dividend yield			2.50%						2.50%
Estimated volatility over the life of the plan(1)			24.10% - 31.00%						24.50% - 31.50%
Risk free rate			3.45% - 4.54%						3.61% - 4.78%
Discount for lack of marketability			12.50% - 27.00%						12.50% - 27.50%
Estimated grant date award value			$98.98 - $175.21						$134.57 - $200.35

(1) Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.

Additionally, in connection with the grant of the LTIP units under the Ten Year Program, our Board of Directors approved a global amendment to the 2024-2026 LTIP plan and the 2025-2027 LTIP plan (collectively the “Prior Awards”) previously granted under the Amended and Restated Plan to the individuals who were granted LTIP Units under the Ten Year Program, waiving the continued service-based vesting conditions with respect to all performance based grants under the Prior Awards, effective as of October 30, 2025 for awards held by the Executives and effective as of December 31, 2025 for awards held by the Key Employees. Except as expressly provided by such amendment, all equity or equity-based awards held by the individuals who were granted LTIP Units under the Ten Year Program and that were outstanding as of the applicable amendment date remain in effect in accordance with their terms, including the performance conditions and market conditions associated with such awards. During the year ended December 31, 2025, we recognized $64,894,000 of incremental expense in conjunction with these amendments.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

						Year Ended December 31,
						2025						2024						2023
Numerator for basic earnings per share - net income attributable to common stockholders						$	936,845					$	951,680					$	340,094
Adjustment for net income (loss) attributable to OP Units and DownREIT Units						7,246						1,700						(303)
Numerator for diluted earnings per share						$	944,091					$	953,380					$	339,791
Denominator for basic earnings per share - weighted average shares						665,639						602,975						515,629
Effect of dilutive securities:
Employee stock options						654						262						32
Unvested restricted shares and units						3,221						1,932						1,031
OP Units and DownREIT Units						4,068						2,207						1,983
Employee stock purchase program						19						21						26
Exchangeable Notes						5,920						1,353						—
Dilutive potential common shares						13,882						5,775						3,072
Denominator for diluted earnings per share - adjusted weighted average shares						679,521						608,750						518,701
Basic earnings per share						$	1.41					$	1.58					$	0.66
Diluted earnings per share						$	1.39					$	1.57					$	0.66

The Exchangeable Notes are included in the computation of diluted earnings per share for the years ended December 31, 2025 and December 31, 2024. The 2028 Exchangeable Notes were not included in the computation of diluted earnings per share for the year ended December 31, 2023 as they were anti-dilutive.

17. Disclosure about Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three level valuation hierarchy exists for disclosures of fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels are defined below:

• Level 1 - Quoted prices in active markets for identical assets or liabilities.

• Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Investments in Sales-Type Leases — The fair value of sales-type leases is generally estimated by using Level 2 and Level 3 inputs to discount the estimated future cash flows of the lease using rates implicit in the lease, and an estimate of the unguaranteed residual value.

Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.

Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable.

Senior Unsecured Notes — The fair value of the senior unsecured notes payable is estimated based on Level 1 publicly available trading prices. The carrying amount of the variable-rate senior unsecured notes approximates fair value because they are interest rate adjustable.

Secured Debt — The fair value of fixed-rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable-rate secured debt approximates fair value because the borrowings are interest rate adjustable.

Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from Level 2 observable market data, including yield curves and foreign exchange rates.

Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT Unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount, in which case the redeemable DownREIT Unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.

The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):

						December 31, 2025												December 31, 2024
						Carrying						Fair						Carrying						Fair
						Amount						Value						Amount						Value
Financial assets:
Investments in sales-type leases, net						$	497,963					$	497,963					$	172,260					$	172,260
Mortgage loans receivable						998,699						1,008,879						1,520,503						1,587,896
Other real estate loans receivable						832,511						803,247						284,541						286,096
Cash and cash equivalents						5,033,678						5,033,678						3,506,586						3,506,586
Restricted cash						175,861						175,861						204,871						204,871
Non-real estate loans receivable						251,055						245,415						222,542						219,813
Foreign currency forward contracts, interest rate swaps and cross currency swaps						43,223						43,223						99,968						99,968
Equity warrants						—						—						62,320						62,320
Financial liabilities:
Senior unsecured notes						$	16,383,522					$	17,872,001					$	13,162,102					$	13,276,784
Secured debt						2,813,780						2,768,807						2,338,155						2,271,886
Foreign currency forward contracts, interest rate swaps and cross currency swaps						416,210						416,210						13,001						13,001
Redeemable DownREIT Unitholder interests						$	72,497					$	72,497					$	49,226					$	49,226

Items Measured at Fair Value on a Recurring Basis

The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands):

						Fair Value Measurements as of December 31, 2025
						Total						Level 1						Level 2						Level 3
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)						$	(372,987)					$	—					$	(372,987)					$	—

(1) Please see Note 12 for additional information.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the change in fair value of equity warrants using unobservable Level 3 inputs for the years presented (in thousands):

						Years Ended
						December 31, 2025						December 31, 2024
Beginning balance						$	62,320					$	35,772
Mark-to-market adjustment						(22,407)						27,898
Foreign currency						4,602						(1,350)
Warrant settlement (1)						(44,515)						—
Ending balance						$	—		$	—		$	62,320

(1) Refer to Note 3 for information related to consideration for the HC-One acquisition, which included the settlement of the outstanding warrants.

The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate which was 10.0% as of December 31, 2024.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired, consolidated, exchanged or assumed (see Note 3 for related business combination acquisitions). Asset impairments (if applicable, see Note 5 for impairments of real property, Note 7 for impairments of loans receivable and Note 8 for impairments of investments in unconsolidated entities) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available, and are generally Level 3 inputs. We estimate the fair value of real estate and related intangible assets acquired in asset acquisitions and business combinations using the income approach and unobservable data, such as net operating income, estimated capitalization and discount rates which are Level 3 inputs. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions or business combinations using current interest rates at which similar borrowings could be obtained on the transaction date.

The following table summarizes the Level 3 inputs related to acquired real property from business combinations measured at fair value that occurred during the year ended December 31, 2025 (in thousands):

						Quantitative Information about Level 3 Fair Value Measurements for December 31, 2025
Asset Class						Fair Value						Valuation Technique						Unobservable Input(1)						Range						Weighted Average
Seniors Housing Operating						$	4,805,517					Income approach						Stable EBITDARM capitalization rate						9.09% to 20.00%						11.36%
Triple-net						$	3,384,649					Income approach						Rent capitalization rate						5.18% to 7.27%						7.21%

(1) Stable EBITDARM represents projected earnings before interest, taxes, depreciation, amortization, rent and management fees.

18. Segment Reporting

We invest in seniors housing and healthcare real estate. We evaluate our business and make resource allocations for our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include wellness housing, assisted living communities, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof. Seniors Housing Operating properties that are deemed qualified healthcare properties are owned and operated through RIDEA structures (see Note 2). Our Triple-net properties include the property types described above, as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and healthcare real estate through acquisition of single tenant properties. Properties acquired are generally leased under triple-net leases and we are not involved in the management of the property. Prior to the Outpatient Medical Portfolio Disposition discussed in Note 5, our Outpatient Medical properties were typically leased to multiple tenants and generally required a certain level of property management. Our remaining Outpatient Medical portfolio, exclusive of held for sale properties, primarily consists of properties triple-net leased to healthcare providers.

We evaluate performance based on consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

measures the operating performance of our properties at the property level on an unleveraged basis. The Chief Operating Decision Maker (“CODM”), who is our Vice Chairman & Chief Operating Officer, uses NOI to make decisions about resource allocations and to assess the property-level performance of our properties.

During the year ended December 31, 2024, we reclassified loans receivable balances and equity warrants received through lending activities (see Note 12 for further details), the related interest income, provision for loan losses and change in the fair value of the equity warrants from our three operating segments to Non-segment/Corporate to better align with the manner in which the CODM reviews results. Accordingly, the segment information provided in this Note has been updated to conform to the current presentation for all periods presented.

Non-segment revenue consists mainly of interest income on loans receivable balances. Additionally, it includes interest income earned on cash investments recorded in other income. Non-segment assets consist of corporate assets including loans receivable, cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions are eliminated.

The following table summarizes information for the reportable segments during the years ended December 31, 2025 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	8,452,996					$	—					$	—					$	—					$	8,452,996
Rental income						—						1,193,514						774,421						—						1,967,935
Interest income						—						2,111						—						244,094						246,205
Other income						36,099						1,417						7,511						125,871						170,898
Total revenues						8,489,095						1,197,042						781,932						369,965						10,838,034
Total property operating expenses						6,199,620						33,229						233,233						21,999						6,488,081
Consolidated net operating income (loss)						$	2,289,475					$	1,163,813					$	548,699					$	347,966					4,349,953
Depreciation and amortization																														2,084,868
Interest expense																														651,955
General and administrative expenses																														1,748,435
Loss (gain) on derivatives and financial instruments, net																														22,407
Loss (gain) on extinguishment of debt, net																														9,245
Provision for loan losses, net																														(9,416)
Impairment of assets																														121,283
Other expenses																														201,201
Income (loss) from continuing operations before income taxes and other items																														(480,025)
Income tax (expense) benefit																														7,116
Income (loss) from unconsolidated entities																														(14,297)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														1,449,043
Income (loss) from continuing operations																														961,837
Net income (loss)																														$	961,837

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes significant expense categories by segment for the year ended December 31, 2025 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	3,730,884					$	75					$	51,943					$	—					$	3,782,902
Utilities						362,361						390						50,241						—						412,992
Food						330,805						—						—						—						330,805
Repairs and maintenance						242,330						184						40,140						—						282,654
Property taxes						257,895						23,658						63,290						—						344,843
Other segment expenses(1)						1,275,345						8,922						27,619						21,999						1,333,885
Total property operating expenses						$	6,199,620					$	33,229					$	233,233					$	21,999					$	6,488,081
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

The following table summarizes information for the reportable segments for the year ended December 31, 2024 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	6,027,149					$	—					$	—					$	—					$	6,027,149
Rental income						—						777,297						792,981						—						1,570,278
Interest income						—						8,167						—						248,024						256,191
Other income						8,312						3,307						9,132						116,749						137,500
Total revenues						6,035,461						788,771						802,113						364,773						7,991,118
Total property operating expenses						4,523,780						40,722						245,636						20,073						4,830,211
Consolidated net operating income (loss)						$	1,511,681					$	748,049					$	556,477					$	344,700					3,160,907
Depreciation and amortization																														1,632,093
Interest expense																														574,261
General and administrative expenses																														235,491
Loss (gain) on derivatives and financial instruments, net																														(27,887)
Loss (gain) on extinguishment of debt, net																														2,130
Provision for loan losses, net																														10,125
Impairment of assets																														92,793
Other expenses																														117,459
Income (loss) from continuing operations before income taxes and other items																														524,442
Income tax (expense) benefit																														(2,700)
Income (loss) from unconsolidated entities																														(496)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														451,611
Income (loss) from continuing operations																														972,857
Net income (loss)																														$	972,857

The following table summarizes significant expense categories by segment for the year ended December 31, 2024 (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	2,659,251					$	77					$	55,817					$	—					$	2,715,145
Utilities						275,885						266						52,141						—						328,292
Food						246,893						—						—						—						246,893
Repairs and maintenance						171,155						73						40,977						—						212,205
Property taxes						210,028						29,918						70,626						—						310,572
Other segment expenses(1)						960,568						10,388						26,075						20,073						1,017,104
Total property operating expenses						$	4,523,780					$	40,722					$	245,636					$	20,073					$	4,830,211
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

The following table summarizes information for the reportable segments for the year ended December 31, 2023 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	4,753,804					$	—					$	—					$	—					$	4,753,804
Rental income						—						814,751						741,322						—						1,556,073
Interest income						—						1,369						—						166,985						168,354
Other income						9,743						70,986						9,167						69,868						159,764
Total revenues						4,763,547						887,106						750,489						236,853						6,637,995
Total property operating expenses						3,655,508						42,194						231,956						18,118						3,947,776
Consolidated net operating income (loss)						$	1,108,039					$	844,912					$	518,533					$	218,735					2,690,219
Depreciation and amortization																														1,401,101
Interest expense																														607,846
General and administrative expenses																														179,091
Loss (gain) on derivatives and financial instruments, net																														(2,120)
Loss (gain) on extinguishment of debt, net																														7
Provision for loan losses, net																														9,809
Impairment of assets																														36,097
Other expenses																														108,341
Income (loss) from continuing operations before income taxes and other items																														350,047
Income tax (expense) benefit																														(6,364)
Income (loss) from unconsolidated entities																														(53,442)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														67,898
Income (loss) from continuing operations																														358,139
Net income (loss)																														$	358,139

The following table summarizes significant expense categories by segment for the year ended December 31, 2023 (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	2,179,578					$	61					$	50,900					$	—					$	2,230,539
Utilities						237,438						380						48,248						—						286,066
Food						195,410						—						—						—						195,410
Repairs and maintenance						141,566						138						36,991						—						178,695
Property taxes						172,567						32,957						71,448						—						276,972
Other segment expenses(1)						728,949						8,658						24,369						18,118						780,094
Total property operating expenses						$	3,655,508					$	42,194					$	231,956					$	18,118					$	3,947,776
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

The following table summarizes our total assets by segment for the periods presented (in thousands):

						As of
						December 31, 2025												December 31, 2024
Assets:						Amount						%						Amount						%
Seniors Housing Operating						$	42,014,932					62.4		%				$	30,094,016					59.0		%
Triple-Net						13,448,058						20.0		%				7,934,415						15.5		%
Outpatient Medical						3,322,225						4.9		%				7,530,815						14.8		%
Non-segment/Corporate						8,517,832						12.7		%				5,485,062						10.7		%
Total						$	67,303,047					100.0		%				$	51,044,308					100.0		%

Our portfolio of properties and other investments is located in the U.S., the U.K. and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):

						Year Ended
						December 31, 2025												December 31, 2024												December 31, 2023
Revenues:						Amount						%						Amount						%						Amount						%
United States						$	7,936,873					73.2		%				$	6,564,077					82.1		%				$	5,521,933					83.2		%
United Kingdom						2,166,820						20.0		%				872,479						10.9		%				606,750						9.1		%
Canada						734,341						6.8		%				554,562						7.0		%				509,312						7.7		%
Total						$	10,838,034					100.0		%				$	7,991,118					100.0		%				$	6,637,995					100.0		%
						Year Ended
						December 31, 2025												December 31, 2024												December 31, 2023
Resident fees and services:						Amount						%						Amount						%						Amount						%
United States						$	5,897,698					69.8		%				$	4,808,221					79.8		%				$	3,811,915					80.2		%
United Kingdom						1,886,954						22.3		%				683,803						11.3		%				447,219						9.4		%
Canada						668,344						7.9		%				535,125						8.9		%				494,670						10.4		%
Total						$	8,452,996					100.0		%				$	6,027,149					100.0		%				$	4,753,804					100.0		%
						As of
						December 31, 2025												December 31, 2024
Assets:						Amount						%						Amount						%
United States						$	43,536,068					64.7		%				$	41,966,871					82.2		%
United Kingdom						18,056,095						26.8		%				5,892,598						11.5		%
Canada						5,710,884						8.5		%				3,184,839						6.3		%
Total						$	67,303,047					100.0		%				$	51,044,308					100.0		%

19. Income Taxes and Distributions

We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines. These changes did not have a material impact on our consolidated financial statements for 2025. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.

Cash distributions paid to common stockholders for federal income tax purposes are as follows for the periods presented:

						Year Ended December 31,
						2025						2024						2023
Per share:
Ordinary dividend(1)						$	1.4538					$	1.3948					$	1.6719
Long-term capital gain/(loss)(2)						1.3662						0.5147						0.1159
Return of capital						—						0.6505						0.6522
Totals						$	2.8200					$	2.5600					$	2.4400

(1) For the years ended December 31, 2025, 2024 and 2023, includes Section 199A dividends of $1.4538, $1.3948 and $1.6719, respectively.

(2) For the years ended December 31, 2025, 2024 and 2023, includes Unrecaptured Section 1250 Gains of $0.3742, $0.1268 and $0.0150, respectively.

Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Current tax expense						$	42,498					$	9,216					$	8,840
Deferred tax benefit						(49,614)						(6,516)						(2,476)
Income tax expense (benefit)						$	(7,116)					$	2,700					$	6,364

REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2025, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.

The provision for income taxes for the year ended December 31, 2025 primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2025, 2024 and 2023, the foreign tax provision (benefit) amount included in the consolidated provision for income taxes was ($13,029,000), ($978,000) and $5,938,000, respectively.

The following table reconciles the U.S. federal statutory income tax rate to our effective income tax rate for our taxable operations for the years ended December 31, 2025, 2024 and 2023 (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						Year ended December 31,
						2025												2024												2023
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes						$	200,491					21.0		%				$	204,869					21.0		%				$	76,547					21.0		%
State and local income tax, net of federal income tax effect						5,599						0.6		%				3,977						0.4		%				3,763						1.0		%
Foreign tax effects:
Canada:
Change in valuation allowance						(2,740)						(0.3)		%				14,521						1.5		%				10,898						3.0		%
Foreign rate differential						(1,638)						(0.2)		%				6,264						0.6		%				3,848						1.1		%
Nondeductible other expenses						—						—		%				(33,715)						(3.5)		%				—						—		%
Other						(8,996)						(0.9)		%				(2,866)						(0.3)		%				(4,761)						(1.3)		%
United Kingdom:
Book loss disallowed for tax purposes						—						—		%				4,133						0.4		%				5,680						1.6		%
Change in valuation allowance						19,337						2.0		%				42,042						4.3		%				(6,696)						(1.8)		%
Deferred true ups						(62,413)						(6.5)		%				(50,380)						(5.2)		%				19,430						5.3		%
Foreign permanent differences						29,187						3.1		%				1,947						0.2		%				2,103						0.6		%
Foreign rate differential						(16,922)						(1.8)		%				(20,017)						(2.1)		%				(22,191)						(6.1)		%
Nondeductible deal costs						—						—		%				14,231						1.5		%				18,543						5.1		%
Nondeductible other expenses						41,331						4.3		%				9,311						1.0		%				—						—		%
Return to provision						28						—		%				(11,531)						(1.2)		%				(2,505)						(0.7)		%
Other						(9,122)						(1.0)		%				13,211						1.4		%				946						0.3		%
Other foreign jurisdictions						—						—		%				—						—		%				—						—		%
Changes in valuation allowance						93,576						9.8		%				14,118						1.4		%				31,313						8.6		%
Nontaxable or nondeductible items:
Earnings not subject to income tax						(212,895)						(22.3)		%				(193,136)						(19.8)		%				(122,571)						(33.6)		%
Other						(423)						—		%				222						—		%				228						0.1		%
Changes in unrecognized tax benefits						—						—		%				—						—		%				(2,440)						(0.7)		%
Other adjustments:
Deferred true ups						(21,266)						(2.2)		%				(2,463)						(0.3)		%				(6,291)						(1.7)		%
Return to provision						(59,889)						(6.3)		%				(12,144)						(1.2)		%				419						0.1		%
Other						(361)						—		%				108						—		%				101						—		%
Effective tax rate						$	(7,116)					(0.7)		%				$	2,700					0.3		%				$	6,364					1.7		%

Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset (liability) attributes, are summarized as follows for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs						$	(179,146)					$	(41,711)					$	(40,336)
Operating loss and interest deduction carryforwards						579,867						394,168						323,852
Expense accruals and other						180,035						76,767						64,970
Valuation allowances						(510,926)						(400,753)						(330,073)
Net deferred tax assets (liabilities)						$	69,830					$	28,471					$	18,413

On the basis of the evaluations performed as required by the codification, valuation allowances totaling $510,926,000 were recorded on U.S. taxable REIT subsidiaries, as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

subjective evidence such as our projections for growth). The valuation allowance activity is summarized as follows for the periods presented (in thousands):

						Year Ended December 31,
						2025						2024						2023
Beginning balance						$	400,753					$	330,073					$	294,558
Expense (benefit)						110,173						70,680						35,515
Ending balance						$	510,926					$	400,753					$	330,073

As a REIT, we are subject to certain corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards.

Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2022 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2021. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2021 related to entities acquired or formed in connection with acquisitions and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2019 related to entities acquired or formed in connection with acquisitions.

At December 31, 2025, we had a net operating loss (“NOL”) carryforward related to the REIT of $358,461,000. Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2017 will expire through 2037. Beginning with the tax years after December 31, 2017, the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning after 2020, limits the use of NOLs to 80% of taxable income.

At December 31, 2025 and 2024, we had an NOL carryforward related to Canadian entities of $335,545,000 and $397,776,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2025 and 2024, we had an NOL carryforward related to U.K. entities of $1,055,028,000 and $321,618,000, respectively. These U.K. losses do not have a finite carryforward period.

20. Variable Interest Entities

We have entered into joint ventures and have certain subsidiaries that are either wholly owned by us or by consolidated joint ventures which own real estate investments and are deemed to be VIEs. Our VIEs primarily hold real estate assets within our Seniors Housing Operating and Triple-net portfolios, the nature and risk of which are consistent with our overall portfolio. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected to be funded from the ongoing operations of the underlying properties. Additionally, we consolidate a levered entity that has been deemed a VIE and is invested in the Fund. We have no ownership interest in the entity but have concluded that we are the primary beneficiary primarily due to the guarantee of its unsecured debt to third parties. Accordingly, such entities have been consolidated and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):

WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						December 31, 2025						December 31, 2024
Assets:
Net real estate investments						$	5,810,341					$	3,503,190
Cash and cash equivalents						17,139						14,274
Receivables and other assets						225,425						152,071
Investments in unconsolidated entities						86,026						—
Total assets(1)						$	6,138,931					$	3,669,535
Liabilities and equity:
Secured debt						$	232,929					$	232,530
Unsecured debt						74,421						—
Lease liabilities						2,529						2,536
Accrued expenses and other liabilities						17,307						14,867
Total equity						5,811,745						3,419,602
Total liabilities and equity						$	6,138,931					$	3,669,535

(1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs and VIE’s creditors do not have recourse to Welltower.

We recognized revenues from consolidated VIEs in the aggregate of $717,735,000, $500,363,000 and $253,989,000 for the years ending December 31, 2025, 2024 and 2023, respectively.

In addition, we have certain entities that qualify as unconsolidated VIEs, including borrowers of loans receivable and in substance real estate investments. Our maximum exposure on these entities is limited to the net carrying value of the investments. Refer to Note 7 and Note 8 for additional details.