Welltower 10-Q 2026-06-30

Filed 2026-07-28. 8 sections, 394K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-8923

WELLTOWER INC.

(Exact name of registrant as specified in its charter*)*

Delaware34-1096634
(State or other jurisdiction of Incorporation)(IRS Employer Identification No.)
4500 Dorr StreetToledo,Ohio43615
(Address of principal executive office)(Zip Code)
(419) -247-2800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par value per shareWELLNew York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLCWELL/28New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLCWELL/34New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 24, 2026, Welltower Inc. had 720,744,951 shares of common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATIONPage
Item 1. Financial Statements (Unaudited)3
Consolidated Balance Sheets3
Consolidated Statements of Comprehensive Income4
Consolidated Statements of Equity6
Consolidated Statements of Cash Flows8
Notes to Unaudited Consolidated Financial Statements9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 3. Quantitative and Qualitative Disclosures About Market Risk59
Item 4. Controls and Procedures60
PART II. OTHER INFORMATION
Item 1. Legal Proceedings61
Item 1A. Risk Factors61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds61
Item 5. Other Information61
Item 6. Exhibits62
Signatures63

PART I. FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)

June 30, 2026 (Unaudited)December 31, 2025 (Note)
Assets:
Real estate investments:
Real property owned:
Land and land improvements$7,235,877$6,681,131
Buildings and improvements57,960,48552,058,099
Acquired lease intangibles3,167,9182,845,686
Real property held for sale, net of accumulated depreciation374,4771,450,137
Construction in progress848,347738,859
Less accumulated depreciation and amortization(11,533,470)(10,350,621)
Net real property owned58,053,63453,423,291
Right of use assets, net1,959,4142,158,045
Investments in sales-type leases, net—497,963
Real estate loans receivable, net of credit allowance

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI:

QTD PoolYTD Pool
SSNOI Property Reconciliations:Seniors Housing OperatingTriple-netOutpatient MedicalTotalSeniors Housing OperatingTriple-netOutpatient MedicalTotal
Consolidated properties1,869829542,7521,869829542,752
Unconsolidated properties125—73198125—73198
Total properties1,9948291272,9501,9948291272,950
Recent acquisitions/development conversions(1)(636)(320)(4)(960)(756)(379)(7)(1,142)
Under development(41)——(41)(41)——(41)
Under redevelopment(2)(2)——(2)(2)——(2)
Current held for sale(22)(2)(29)(53)(22)(2)(29)(53)
Land parcels, loans and leased properties(171)(4)(5)(180)(171)(4)(5)(180)
Transitions(3)(134)(3)—(137)(87)(3)—(90)
Other(4)(8)(1)—(9)(8)(1)—(9)
Same store properties980499891,568907440861,433
(1) Acquisitions and development conversions will enter the QTD Pool after five full quarters and YTD Pool after six full quarters from acquisition or certificate of occupancy.
(2) Redevelopment properties will enter the QTD Pool after five full quarters and YTD Pool after six full quarters of operations post redevelopment completion.
(3) Transitioned properties will enter the QTD Pool after five full quarters and YTD Pool after six full quarters of operations with the new operator in place or under the new structure.
(4) Represents properties that are either closed or being closed.

The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the QTD Pool and YTD Pool (dollars in thousands):

QTD PoolYTD Pool
Three Months EndedSix Months Ended
June 30,June 30,
SSNOI Reconciliations:2026202520262025
Seniors Housing Operating:
Consolidated NOI$867,227$537,455$1,642,240$1,020,642
NOI attributable to unconsolidated investments21,12518,38141,13738,927
NOI attributable to noncontrolling interests(15,462)(12,726)(29,567)(25,811)
NOI attributable to non-same store properties(288,148)(58,945)(577,766)(149,635)
Non-cash NOI attributable to same store properties(1,294)(1,614)(2,775)(6,055)
Currency and ownership adjustments(1)(833)(939)(2,268)6,888
SSNOI at Welltower Share582,615481,6121,071,001884,956
Triple-net:
Consolidated NOI407,498265,102791,804511,314
NOI attributable to noncontrolling interests(1,031)(3,690)(2,067)(7,407)
NOI attributable to non-same store properties(172,508)(45,299)(398,668)(138,709)
Non-cash NOI attributable to same store properties(37,391)(35,676)(51,763)(54,053)
Currency and ownership adjustments(1)(259)1,983(554)5,359
SSNOI at Welltower Share196,309182,420338,752316,504
Outpatient Medical:
Consolidated NOI38,034148,97791,333295,387
NOI attributable to unconsolidated investments4,4504,1708,7068,204
NOI attributable to noncontrolling interests(969)(2,626)(2,184)(5,181)
NOI attributable to non-same store properties(11,584)(120,466)(45,004)(245,698)
Non-cash NOI attributable to same store properties(3,036)(3,573)(4,783)(5,640)
SSNOI at Welltower Share26,89526,48248,06847,073
SSNOI at Welltower Share:
Seniors Housing Operating582,615481,6121,071,001884,956
Triple-net196,309182,420338,752316,504
Outpatient Medical26,89526,48248,06847,073
Total$805,819$690,514$1,457,821$1,248,533
(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.43 and to translate U.K. properties at a GBP/USD rate of 1.23.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The tables below reflect the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented (dollars in thousands):

Three Months Ended
June 30,March 31,December 31,September 30,June 30,March 31,
EBITDA Reconciliations:202620262025202520252025
Net income (loss)$462,975$752,324$117,767$282,186$304,618$257,266
Interest expense181,914192,715203,784162,052141,157144,962
Income tax expense (benefit)(61,979)11,633(4,985)2,3351,053(5,519)
Depreciation and amortization737,764622,752594,151509,812495,036485,869
EBITDA$1,320,674$1,579,424$910,717$956,385$941,864$882,578
Interest Coverage Ratio:
Interest expense$181,914$192,715$203,784$162,052$141,157$144,962
Capitalized interest8,8518,4497,4766,1508,65311,520
Non-cash interest expense(15,122)(10,162)(14,546)(14,227)(10,231)(12,625)
Total interest175,643191,002196,714153,975139,579143,857
EBITDA$1,320,674$1,579,424$910,717$956,385$941,864$882,578
Interest coverage ratio7.52x8.27x4.63x6.21x6.75x6.14x
Fixed Charge Coverage Ratio:
Total interest$175,643$191,002$196,714$153,975$139,579$143,857
Secured debt principal payments19,79817,05616,69816,70716,55814,444
Total fixed charges195,441208,058213,412170,682156,137158,301
EBITDA$1,320,674$1,579,424$910,717$956,385$941,864$882,578
Fixed charge coverage ratio6.76x7.59x4.27x5.60x6.03x5.58x
Six Months Ended
June 30,
EBITDA Reconciliations:20262025
Net income (loss)$1,215,299$561,884
Interest expense374,629286,119
Income tax expense (benefit)(50,346)(4,466)
Depreciation and amortization1,360,516980,905
EBITDA$2,900,098$1,824,442
Interest Coverage Ratio:
Interest expense$374,629$286,119
Non-cash interest expense(25,284)(22,856)
Capitalized interest17,30020,173
Total interest366,645283,436
EBITDA$2,900,098$1,824,442
Interest coverage ratio7.91x6.44x
Fixed Charge Coverage Ratio:
Total interest$366,645$283,436
Secured debt principal payments36,85431,002
Total fixed charges403,499314,438
EBITDA$2,900,098$1,824,442
Fixed charge coverage ratio7.19x5.80x

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented (dollars in thousands):

Twelve Months Ended
June 30,March 31,December 31,September 30,June 30,March 31,
Adjusted EBITDA Reconciliations:202620262025202520252025
Net income (loss)$1,615,252$1,456,895$961,837$967,823$1,142,437$1,098,489
Interest expense740,465699,708651,955602,640579,638571,905
Income tax expense (benefit)(52,996)10,036(7,116)(2,017)(9,058)(9,010)
Depreciation and amortization2,464,4792,221,7512,084,8681,971,1231,865,0901,752,099
EBITDA4,767,2004,388,3903,691,5443,539,5693,578,1073,413,483
Loss (income) from unconsolidated entities27,82317,24614,29712,3103,738(8,550)
Stock-based compensation expense1,556,0761,555,7861,555,85861,46785,82780,645
Loss (gain) on extinguishment of debt, net5,8003,8169,2456,1566,5758,280
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net(1,901,353)(1,817,666)(1,449,043)(78,847)(347,088)(498,681)
Impairment of assets79,60573,707121,28399,006119,346101,864
Provision for loan losses, net(2,481)(5,777)(9,416)(2,277)8287,104
Loss (gain) on derivatives and financial instruments, net26,02625,61722,40718,961(22,627)(28,043)
Other expenses288,610248,278201,201109,76285,302117,388
Casualty losses, net of recoveries13,10710,56511,36713,17814,48813,945
Other impairment (1)—60460442,58242,582130,296
Adjusted EBITDA$4,860,413$4,500,566$4,169,347$3,821,867$3,567,078$3,337,731
Adjusted Interest Coverage Ratio:
Interest expense$740,465$699,708$651,955$602,640$579,638$571,905
Capitalized interest30,92630,72833,79940,48350,00155,826
Non-cash interest expense(54,057)(49,166)(51,629)(52,226)(47,007)(45,729)
Total interest717,334681,270634,125590,897582,632582,002
Adjusted EBITDA$4,860,413$4,500,566$4,169,347$3,821,867$3,567,078$3,337,731
Adjusted interest coverage ratio6.78x6.61x6.57x6.47x6.12x5.73x
Adjusted Fixed Charge Coverage Ratio:
Total interest$717,334$681,270$634,125$590,897$582,632$582,002
Secured debt principal payments70,25967,01964,40862,62756,33749,886
Total fixed charges787,593748,289698,533653,524638,969631,888
Adjusted EBITDA$4,860,413$4,500,566$4,169,347$3,821,867$3,567,078$3,337,731
Adjusted fixed charge coverage ratio6.17x6.01x5.97x5.85x5.58x5.28x
(1) Represents the write-off of straight-line rent receivable and unamortized lease incentive balances relating to leases placed on cash recognition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our leverage ratios include book capitalization, undepreciated book capitalization and enterprise value. Book capitalization represents the sum of net debt (defined as total long-term debt excluding operating lease liabilities less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization.

The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.

As of
June 30,March 31,December 31,September 30,June 30,March 31,
202620262025202520252025
Book capitalization:
Unsecured credit facility and commercial paper$—$—$—$—$—$—
Long-term debt obligations(1)18,218,54418,455,97819,737,44616,960,00816,079,56615,831,799
Cash and cash equivalents and restricted cash(2,097,164)(4,819,293)(5,209,539)(6,940,573)(4,523,511)(3,610,285)
Total net debt16,121,38013,636,68514,527,90710,019,43511,556,05512,221,514
Total equity and noncontrolling interests(2)47,663,57244,929,27043,202,93939,312,38236,546,30134,581,977
Book capitalization$63,784,952$58,565,955$57,730,846$49,331,817$48,102,356$46,803,491
Net debt to book capitalization ratio25%23%25%20%24%26%
Undepreciated book capitalization:
Total net debt$16,121,380$13,636,685$14,527,907$10,019,435$11,556,055$12,221,514
Accumulated depreciation and amortization11,533,47010,822,15110,350,62110,107,30911,673,30611,092,885
Total equity and noncontrolling interests(2)47,663,57244,929,27043,202,93939,312,38236,546,30134,581,977
Undepreciated book capitalization$75,318,422$69,388,106$68,081,467$59,439,126$59,775,662$57,896,376
Net debt to undepreciated book capitalization ratio21%20%21%17%19%21%
Enterprise value:
Common shares outstanding718,902704,687696,507684,108665,120651,889
Period end share price$226.97$197.71$185.61$178.14$153.73$153.21
Common equity market capitalization$163,169,187$139,323,667$129,278,664$121,866,999$102,248,898$99,875,914
Total net debt16,121,38013,636,68514,527,90710,019,43511,556,05512,221,514
Noncontrolling interests(2)1,249,2241,135,5951,073,441555,564645,775625,218
Consolidated enterprise value$180,539,791$154,095,947$144,880,012$132,441,998$114,450,728$112,722,646
Net debt to consolidated enterprise value ratio9%9%10%8%10%11%
(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to ASC 842 are excluded.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.

Critical Accounting Policies and Estimates

Our unaudited consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:

  • the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

  • the impact of the estimates and assumptions on financial condition or operating performance is material.

Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our unaudited consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our unaudited consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for further information on significant accounting policies that impact us. There have been no material changes to these policies to date in 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. These statements include, among other things, the Company’s statements regarding its business strategy, expectations regarding new investments and investment dispositions, key underlying trends in its business and plans regarding future financing and availability of capital. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the impact of macroeconomic and geopolitical developments, including economic downturns, elevated inflation and interest rates, political or social conflict, unrest or violence or similar events; the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the healthcare and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; Welltower’s ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters, public health emergencies and extreme weather affecting Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower’s approach to artificial intelligence; Welltower’s ability to maintain its qualification as a REIT; key management personnel recruitment and retention; geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and in the Middle East, and other risks described in Welltower’s reports filed from time to time with the SEC. Other important factors are identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Finally, Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates. For more information, see Notes 12 and 17 to our unaudited consolidated financial statements.

We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to healthcare and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.

A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to

Item 3. Quantitative and Qualitative Disclosures About Market Risk

determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):

June 30, 2026December 31, 2025
PrincipalChange inPrincipalChange in
balancefair valuebalancefair value
Senior unsecured notes$11,781,185$(521,553)$12,700,485$(575,958)
Secured debt2,953,359(120,762)2,334,830(98,414)
Totals$14,734,544$(642,315)$15,035,315$(674,372)

Our variable rate debt, including our unsecured revolving credit facility and commercial paper program, are reflected at fair value. At June 30, 2026, we had $2,888,103,000 outstanding related to our variable rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $28,881,000. At December 31, 2025, we had $4,064,010,000 of outstanding variable-rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $40,640,000.

We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the U.K. Based solely on our results for the three months ended June 30, 2026, a hypothetical 10% increase or decrease in the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar would result in a corresponding increase or decrease in our annualized net income from these investments of less than $51,000,000. We mitigate a portion of our foreign currency exposure through non-U.S. denominated borrowings and derivative instruments. Accordingly, the impact of changes in foreign currency exchange rates on our consolidated financial statements may differ from the sensitivity presented above. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and healthcare properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling.

We have entered into various foreign currency debt obligations. As of June 30, 2026, the total principal amount of foreign currency debt obligations was $5,013,391,000, including $1,391,985,000 denominated in Pounds Sterling and $3,621,406,000 denominated in Canadian Dollars. Fluctuations in the exchange rates between these foreign currencies and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency debt obligations at maturity. If the U.S. Dollar would have been weaker or stronger by 1% in comparison to these foreign currencies as of June 30, 2026, we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by approximately $50,134,000. Our Pounds Sterling-denominated debt is hedged through cross currency swaps designated as fair value hedges, which are intended to substantially offset the impact of changes in foreign exchange rates on that exposure.

We are also party to foreign currency forward and cross currency swap contracts used to manage foreign currency exposures, including net investment hedging activities. As of June 30, 2026, the total notional amount of cross currency swap contracts, other than those designated as fair value hedges, was $18,687,934,000, including $11,733,383,000 denominated in Pounds Sterling and $6,954,551,000 denominated in Canadian Dollars. If the U.S. Dollar weakened or strengthened by 1% in comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $186,879,000.

For additional information regarding fair values of financial instruments, see “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” and Notes 12 and 17 to our unaudited consolidated financial statements.

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Co-President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and the Co-President and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in the reports we file with or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. No changes in our internal control over financial reporting occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

There have been no material changes from the risk factors identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2026, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the three months ended June 30, 2026 are as shown in the table below.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Repurchase ProgramMaximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program
April 1, 2026 through April 30, 2026767$201.32—$3,000,000,000
May 1, 2026 through May 31, 20262,275216.91—3,000,000,000
June 1, 2026 through June 30, 202632205.33—3,000,000,000
Totals3,074$212.90—$3,000,000,000

Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners may be redeemed, subject to certain conditions, for cash or common shares, at our option. During the three months ended June 30, 2026, we redeemed 4,241 OP Units for common shares.

On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the “Stock Repurchase Program”). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended June 30, 2026.

Item 5. Other Information

(c) Trading Plans

During the three months ended June 30, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

4.1Supplemental Indenture No. 25 dated as of July 13, 2026, among Welltower OP LLC, as issuer, the Company, as guarantor and the Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed July 13, 2026 (File No. 001-08923), and incorporated herein by reference thereto).
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of Co-President and Chief Financial Officer.
32.1Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2Certification pursuant to 18 U.S.C. Section 1350 by Co-President and Chief Financial Officer.
101.INSXBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WELLTOWER INC.
Date:July 28, 2026By:/s/ SHANKH MITRA
Shankh Mitra,
Chief Executive Officer (Principal Executive Officer)
Date:July 28, 2026By:/s/ TIMOTHY G. MCHUGH
Timothy G. McHugh,
Co-President and Chief Financial Officer (Principal Financial Officer)
Date:July 28, 2026By:/s/ JOSHUA T. FIEWEGER
Joshua T. Fieweger,
Chief Accounting Officer (Principal Accounting Officer)