WELLTOWER INC.

Welltower Inc. is a real estate investment trust (REIT) and S&P 500 company positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. Its portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. The company is structured as an umbrella partnership REIT (UPREIT) under which substantially all of its business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.378% as of December 31, 2025 ¹. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP or its subsidiaries and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.

Welltower competes with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, healthcare operators, developers and other investors in the acquisition, development, leasing and financing of healthcare and seniors housing properties. The company competes for investments based on a number of factors including relationships, certainty of execution, investment structures and underwriting criteria. Welltower collects data related to its portfolio of over 2,500 properties, which allows key advantages in selecting investment locations, products, price points and partners for its properties, as well as insights into potential competition, anticipated costs and other metrics. The data science team, led by doctorate-level statisticians and mathematicians, is focused on building and refining proprietary statistical models and algorithms to project financial performance, predict lease-up and occupancy trends, identify specific locations by product type and assess targeted supply-demand dynamics.

Welltower generates revenue through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The Seniors Housing Operating segment accounted for 78%, 76% and 72% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively ². The Triple-net segment accounted for 11%, 10% and 13% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively ³. The Outpatient Medical segment accounted for 7%, 10% and 11% of total revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively ⁴. Substantially all of the company's revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-term deposits. For the year ended December 31, 2025, resident fees and services and rental income represented 78% and 18% of total revenues, respectively ⁵. The company's primary customers are seniors and healthcare operators, and it invests across seniors housing, wellness housing and post-acute care communities, diversifying its investment portfolio by property type, relationship and geographic location.

The Seniors Housing Operating segment includes wellness housing, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and care homes with or without nursing (U.K.), focused on assisting with activities of daily living that preserve a person's mobility and providing social systems to promote cognitive engagement. As of December 31, 2025, the company had relationships with 62 partners to manage its Seniors Housing Operating properties ⁶. For the year ended December 31, 2025, Care UK, Cogir Management Company and Sunrise Senior Living accounted for 14%, 12% and 10% of Seniors Housing Operating Segment revenues, respectively ⁷. The Triple-net segment offers services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer's/dementia care and care homes with or without nursing (U.K.), as well as long-term/post-acute care. At December 31, 2025, approximately 96.9% of the company's triple-net properties were subject to master leases ⁸. For the year ended December 31, 2025, revenues related to the relationship with Integra Healthcare Properties accounted for approximately 16% of Triple-net segment revenues and 2% of total revenues ⁹. The Outpatient Medical segment primarily consists of triple-net leased properties leased to investment grade healthcare providers, and as of December 31, 2025, approximately 91% of the outpatient medical building portfolio is affiliated with health systems ¹⁰. As of December 31, 2025, 66% of the portfolio included leases with full pass through of expenses to the tenant, 24% with a partial expense reimbursement (modified gross) and 10% with no expense reimbursement (gross) ¹¹. Outpatient medical leases have a weighted-average remaining term of eight years at December 31, 2025 ¹².

The company also invests through construction, loans and investments in unconsolidated entities. As of December 31, 2025, the company had outstanding construction investments of $738,859,000 and was committed to provide additional funds of approximately $493,027,000 to complete construction for consolidated investment properties ¹³. As of December 31, 2025, the company had outstanding loans, net of allowances, of $2,082,265,000 with an interest yield of approximately 8.9% per annum ¹⁴. The loans outstanding as of December 31, 2025 are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term ¹⁵. As of December 31, 2025, the company had investments in unconsolidated entities of $1,809,590,000, generally representing interests ranging from 8% to 95% in real estate assets ¹⁶. The company has made loans related to 22 properties with a carrying value of $897,724,000 as of December 31, 2025, which are classified as in substance real estate investments ¹⁷.

During the year ended December 31, 2025, the company completed significant acquisitions including the acquisition of a real estate portfolio of seniors housing communities in the U.K. for £5.2 billion ¹⁸. The company acquired 949 properties with a book amount of $19,164,008,000 and a capitalization rate of 8.1% ¹⁹. The company disposed of 337 properties with net proceeds of $6,640,197,000 and a book amount of $5,099,563,000 at a capitalization rate of 6.7% ²⁰. In October 2025, the company entered into an ATM Program pursuant to which it may offer and sell up to $7,500,000,000 of common stock ²¹. During the year ended December 31, 2025, the company sold 56,120,996 shares of common stock under its ATM Programs generating gross proceeds of approximately $8,949,394,000 ²². In June 2025, the company repaid its $1,250,000,000 4.0% senior unsecured notes at maturity and completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035 ²³. In August 2025, the company completed a follow-on issuance of $400,000,000 of 4.5% senior unsecured notes due 2030 and $600,000,000 of 5.125% senior unsecured notes due 2035 ²⁴. In October 2025, the company issued $2,747,615,000 of Canadian-denominated unsecured term loans (approximately $1,959,967,000 based on the Canadian/U.S. Dollar exchange rates upon funding) ²⁵. During the year ended December 31, 2025, the company extinguished $346,964,000 of secured debt at a blended average interest rate of 5.16% ²⁶ and issued $4,871,000 of secured debt at a blended average interest rate of 3.89% and assumed $469,130,000 of secured debt at a blended average interest rate of 4.45% ²⁷. The Board of Directors declared a cash dividend for the quarter ended December 31, 2025 of $0.74 per share ²⁸.

For the year ended December 31, 2025, net income was $961,837,000 compared to $972,857,000 in 2024 and $358,139,000 in 2023 ²⁹. Net income attributable to common stockholders was $936,845,000 for 2025, compared to $951,680,000 in 2024 and $340,094,000 in 2023 ³⁰. Funds from operations attributable to common stockholders was $1,817,952,000 for 2025, compared to $2,323,433,000 in 2024 and $1,763,227,000 in 2023 ³¹. Consolidated net operating income was $4,349,953,000 for 2025, compared to $3,160,907,000 in 2024 and $2,690,219,000 in 2023 ³². Diluted net income per share attributable to common stockholders was $1.39 for 2025, compared to $1.57 in 2024 and $0.66 in 2023 ³³. Diluted funds from operations per share attributable to common stockholders was $2.68 for 2025, compared to $3.82 in 2024 and $3.40 in 2023 ³⁴. The interest coverage ratio was 5.82x for 2025, compared to 5.39x in 2024 and 3.74x in 2023 ³⁵. The net debt to book capitalization ratio was 25.2% as of December 31, 2025, compared to 26.8% as of December 31, 2024 and 34.3% as of December 31, 2023 ³⁶.

A major growth vector is the acquisition of a real estate portfolio of seniors housing communities in the U.K. for £5.2 billion, which was the largest component of the transactions announced in 2025 ³⁷. The company also announced a definitive agreement in March 2025 to acquire a portfolio of 38 seniors housing communities and nine development parcels for aggregate consideration of C$4.6 billion, to be operated by Amica Senior Lifestyles and expected to close in early 2026, subject to customary closing conditions and regulatory approvals ³⁸. The company continues to invest across the full spectrum of seniors housing and healthcare real estate and diversify its investment portfolio by property type, relationship and geographic location, with a focus on generating long-term compounding of per share growth for existing investors. The company's data science platform, powered by doctorate-level statisticians and mathematicians, is focused on building and refining proprietary statistical models and algorithms to project financial performance, predict lease-up and occupancy trends, identify specific locations by product type and assess targeted supply-demand dynamics, which informs investment selection and underwriting.

The company's margin trajectory is influenced by the performance of its operating segments. For the Seniors Housing Operating segment, NOI increased 51% year-over-year to $2,289,475,000 in 2025 from $1,511,681,000 in 2024 ³⁹. Same store NOI for the Seniors Housing Operating segment increased 21.0% for the year ended December 31, 2025 compared to the prior year ⁴⁰. For the Triple-net segment, NOI increased 56% year-over-year to $1,163,813,000 in 2025 from $748,049,000 in 2024 ⁴¹. Same store NOI for the Triple-net segment increased 2.8% for the year ended December 31, 2025 compared to the prior year ⁴². For the Outpatient Medical segment, NOI decreased 1% year-over-year to $548,699,000 in 2025 from $556,477,000 in 2024 ⁴³. Same store NOI for the Outpatient Medical segment increased 2.5% for the year ended December 31, 2025 compared to the prior year ⁴⁴. The company's cost structure includes property operating expenses, which for the Seniors Housing Operating segment increased 37% year-over-year to $6,199,620,000 in 2025 from $4,523,780,000 in 2024 ⁴⁵. General and administrative expenses were $1,748,435,000 for 2025, compared to $235,491,000 in 2024 ⁴⁶.

The company's operational outlook includes continued investment in technology to help its team operate efficiently while servicing a larger workforce, including standardizing policies and procedures, growing its internal Human Capital team and providing development opportunities. The company transitioned back to a five-day in-office workweek to enhance collaboration, synergy and organizational velocity. As of December 31, 2025, the company had 712 employees (642 located in U.S., 49 in the U.K. and 21 in Canada) ⁴⁷. The company's supply chain posture is influenced by development and redevelopment activities, which are vulnerable to material shortages, labor availability and rates, price volatility and inflation. The company had outstanding construction investments of $738,859,000 as of December 31, 2025 and was committed to provide additional funds of approximately $493,027,000 to complete construction for consolidated investment properties ⁴⁸.

Capital allocation includes the ATM Program under which the company may offer and sell up to $7,500,000,000 of common stock ⁴⁹. As of February 6, 2026, the company had $5,617,290,000 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements ⁵⁰. The Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock on November 7, 2022 ⁵¹. The company did not repurchase any shares of its common stock through the Stock Repurchase Program during the three months ended December 31, 2025 ⁵². The Board of Directors declared a cash dividend for the quarter ended December 31, 2025 of $0.74 per share ⁵³. On March 10, 2026, the company will pay its 219th consecutive quarterly cash dividend to stockholders of record on February 25, 2026 ⁵⁴. The company's capital expenditure plans include new development spending of $437,731,000 for 2025, recurring capital expenditures, tenant improvements and lease commissions of $374,457,000, and renovations, redevelopments and other capital improvements of $675,806,000 ⁵⁵.

Structural headwinds and execution risks management explicitly flagged include 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 company notes that operating and borrowing costs have increased, and are expected to continue to increase, for its operators and tenants, particularly labor costs resulting from shortages of medical and non-medical staff. The company also faces risks from the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, which could have a material adverse effect on obligors' liquidity, financial condition and results of operations. The company's international operations in the U.K. and Canada, which represent approximately 20.0% and 6.8% of total Welltower revenues, respectively, subject it to different or greater risks including international currency gain or loss recognized with respect to changes in exchange rates ⁵⁶.

Additional constraints include the risk that the company might fail to qualify or remain qualified as a REIT, which would subject it to serious income tax consequences that would substantially reduce funds available for satisfying obligations and for distribution to stockholders. The company also faces risks from its capital structure, including that it may become more leveraged, and that cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels. The company is subject to covenants in its debt agreements that could have a material adverse effect on its business, results of operations and financial condition, and limitations on its ability to access capital could have an adverse effect on its ability to make future investments or to meet its obligations and commitments.

The company faces material risks from its operators' and tenants' ability to make payments, as decreases in revenues or increases in expenses, including from increased labor costs, could affect their ability to meet obligations. The company's operators and tenants have experienced increases in labor costs resulting from shortages of medical and non-medical staff, and California SB-525, effective June 2024, requires certain healthcare facility employers to pay higher wages. The company is exposed to operational and legal risks with respect to its properties managed in RIDEA structures, where it is responsible for operational and legal risks despite limited ability to control operators' management of these risks. The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid could have a material adverse effect on obligors' liquidity, financial condition and results of operations, and the OBBBA contains a provision that, starting in 2028, will require state Medicaid programs to reduce reimbursement rates by 10 percentage points each year until they reach 100% or 110% of what Medicare pays ⁵⁷. The company's international operations in the U.K. and Canada, representing approximately 20.0% and 6.8% of total Welltower revenues, respectively, subject it to risks including international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% or 95% gross income tests required for REIT qualification ⁵⁸.

Management's message emphasizes the company's position at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. The key themes include disciplined capital allocation powered by the Data Science platform and superior operating results driven by the Welltower Business System, an end-to-end platform, to deliver long-term compounding of per share growth for existing investors. Management states that the company's primary objectives are to protect stockholder capital and enhance stockholder value, seeking to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments through annual increases in NOI and portfolio growth. The company aspires to deliver long-term compounding of per share growth for existing investors through a disciplined approach to capital allocation powered by its Data Science platform and superior operating results driven by the Welltower Business System. Management emphasizes investing across the full spectrum of seniors housing and healthcare real estate and diversifying the investment portfolio by property type, relationship and geographic location.