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EXECUTIVE SUMMARY
Company Overview 36
Business Strategy 36
Key Transactions 37
Key Performance Indicators, Trends and Uncertainties 38
Corporate Governance 40
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash 40
Off-Balance Sheet Arrangements 41
Contractual Obligations 42
Capital Structure 42
Supplemental Guarantor Information 44
RESULTS OF OPERATIONS
Summary 44
Seniors Housing Operating 45
Triple-net 47
Outpatient Medical 48
Non-Segment/Corporate 50
OTHER
Non-GAAP Financial Measures 51
Critical Accounting Policies and Estimates 58
Cautionary Statement Regarding Forward-Looking Statements 59
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read together with the Consolidated Financial Statements and related Notes thereto included in Item 1 of this Quarterly Report on Form 10-Q. Other important factors are identified in our 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.”
We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP LLC. Welltower OP LLC is generally the borrower under, and Welltower Inc. is the guarantor of, the unsecured notes described in Note 11 to our unaudited consolidated financial statements.
Unless stated otherwise or the context otherwise requires, references to “Welltower” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us” and “our” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.
Executive Summary
Company Overview
Welltower Inc. (NYSE: WELL), a real estate investment trust (“REIT”) and S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. Our portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing, healthcare and hospitality, creating vibrant communities for mature renters and older adults.
Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.135% as of June 30, 2026. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all existing senior unsecured notes.
The following table summarizes our consolidated portfolio for the three months ended June 30, 2026 (dollars in thousands):
Percentage of Number of
Type of Property NOI(1) NOI Properties
Seniors Housing Operating $ 867,227 66.1 % 1,869
Triple-net 407,498 31.0 % 829
Outpatient Medical 38,034 2.9 % 54
Totals $ 1,312,759 100.0 % 2,752
(1) Represents consolidated NOI and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See “Non-GAAP Financial Measures” below for additional information and reconciliation.
Business Strategy
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders through annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location.
Substantially all of our revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-term deposits. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.
To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our external property management partners manage and monitor the Outpatient Medical portfolio. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.
For the six months ended June 30, 2026, resident fees and services and rental income represented 84% and 13% of total revenues, respectively. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.
Our primary sources of cash include resident fees and services revenue, rental income and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities, including through our ATM Program (as defined below), proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, equity issuances, internally generated cash and the proceeds from investment dispositions.
Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future and we expect to reinvest the proceeds from any investment dispositions in new investments. In the event that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program. At June 30, 2026, we had $1,965,164,000 of cash and cash equivalents, $132,000,000 of restricted cash and $6,250,000,000 of available borrowing capacity under our unsecured revolving credit facility.
Key Transactions
Capital The following summarizes key capital transactions that occurred during the six months ended June 30, 2026:
•During the six months ended June 30, 2026, we sold 21,571,496 shares of common stock under the ATM Program generating gross proceeds of approximately $4,481,254,000.
•In March 2026, we amended our $6,250,000,000 senior unsecured revolving credit facility, extending maturities, improving pricing by 15 basis points and increasing our total available credit facilities to $7,500,000,000. Concurrently, we repaid our existing $1,000,000,000 USD term loan and C$250,000,000 term loan with cash on hand.
•In March 2026, we increased the size of our commercial paper program to $3,000,000,000.
•In April 2026, we repaid our $700,000,000 4.25% senior unsecured notes at maturity.
•In June 2026, we amended our C$2,747,615,000 unsecured term loans to extend the maturity date to April 9, 2027 and reduce the applicable margin by 5 basis points.
•During the six months ended June 30, 2026, we issued $324,384,000 of secured debt at a blended average interest rate of 4.13% and assumed $408,632,000 of secured debt at a blended average interest rate of 3.64% after considering the effects of interest rate swaps.
•During the six months ended June 30, 2026, holders exchanged $192,000,000 aggregate principal amount of our 2028 Exchangeable Notes.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investments The following summarizes our property acquisitions and joint venture investments completed during the six months ended June 30, 2026 (dollars in thousands):
Properties Book Amount(1) Capitalization Rates(2)
Seniors Housing Operating 80 $ 5,378,830 5.1 %
Triple-net 70 1,672,475 8.5 %
Outpatient Medical 1 99,162 5.7 %
Totals 151 $ 7,150,467 6.0 %
(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our unaudited consolidated financial statements for additional information.
(2) Represents annualized contractual or projected NOI to be received divided by investment amounts.
In July 2026, we announced that we have closed or expect to close more than $5 billion of seniors housing acquisitions in the second half of the year. Expected acquisitions not yet closed are subject to customary closing conditions and regulatory approvals.
Dispositions The following summarizes property dispositions completed during the six months ended June 30, 2026 (dollars in thousands):
Properties Proceeds(1) Book Amount(2) Capitalization Rates(3)
Seniors Housing Operating 6 $ 27,363 $ 29,005 1.9 %
Triple-net 44 635,699 626,797 7.5 %
Outpatient Medical 74 1,690,693 1,264,681 5.9 %
Totals 124 $ 2,353,755 $ 1,920,483 6.3 %
(1) Represents cash and non-cash proceeds received upon disposition.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our unaudited consolidated financial statements for additional information.
(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price.
Dividends On July 27, 2026, our Board of Directors declared a cash dividend for the quarter ended June 30, 2026 of $0.85 per share. On August 20, 2026, we will pay our 221st consecutive quarterly cash dividend to stockholders of record on August 12, 2026.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.
Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.
The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
Three Months Ended
June 30, March 31, December 31, September 30, June 30, March 31,
2026 2026 2025 2025 2025 2025
Net income (loss) $ 462,975 $ 752,324 $ 117,767 $ 282,186 $ 304,618 $ 257,266
NICS 445,002 728,672 96,441 280,559 301,888 257,957
FFO 1,153,653 982,548 (597,337) 824,375 825,717 765,197
NOI 1,394,463 1,296,506 1,247,079 1,108,644 1,033,533 960,697
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
Three Months Ended
June 30, March 31, December 31, September 30, June 30, March 31,
2026 2026 2025 2025 2025 2025
Net debt to book capitalization ratio 25% 23% 25% 20% 24% 26%
Net debt to undepreciated book capitalization ratio 21% 20% 21% 17% 19% 21%
Net debt to enterprise value ratio 9% 9% 10% 8% 10% 11%
Interest coverage ratio 7.52x 8.27x 4.63x 6.21x 6.75x 6.14x
Fixed charge coverage ratio 6.76x 7.59x 4.27x 5.60x 6.03x 5.58x
Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types and excludes interest income earned on our loan portfolio, which is classified as Non-segment/Corporate. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.).
The following table reflects our recent historical trends of concentration risk by NOI for the periods indicated below:
Three Months Ended
June 30, March 31, December 31, September 30, June 30, March 31,
2026 2026 2025 2025 2025 2025
Property mix:(1)
Seniors Housing Operating 66% 64% 59% 57% 56% 55%
Triple-net 31% 32% 32% 28% 28% 28%
Outpatient Medical 3% 4% 9% 15% 16% 17%
Relationship mix:(1)
Barchester 11% 11% 9% —% —% —%
Cogir Senior Living 8% 8% 7% 8% 8% 7%
Care UK 6% 7% 6% 5% 5% 5%
Avir Health Group 6% 6% 6% 4% 3% 1%
Oakmont Management Group 4% 4% 4% 4% 4% 4%
Remaining relationships 65% 64% 68% 79% 80% 83%
Geographic mix:(1)
United Kingdom 24% 25% 22% 13% 13% 12%
Texas 12% 12% 12% 11% 10% 9%
Canada 8% 7% 6% 8% 8% 7%
California 8% 8% 9% 10% 10% 11%
Ohio 7% 6% 5% 4% 5% 5%
Remaining geographic areas in the U.S. 41% 42% 46% 54% 54% 56%
(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Lease Expirations The following table sets forth information regarding operating lease expirations for certain portions of our portfolio as of June 30, 2026 (dollars in thousands):
Expiration Year(1)
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Thereafter
Triple-net:
Properties — 2 4 5 19 2 151 1 1 27 608
Base rent (2) $ — $ 1,311 $ 6,669 $ 1,115 $ 43,166 $ 4,686 $ 155,151 $ 1,911 $ 433 $ 52,231 $ 1,074,184
% of base rent — % 0.1 % 0.5 % 0.1 % 3.2 % 0.3 % 11.6 % 0.1 % — % 3.9 % 80.2 %
Units/beds — 295 565 257 2,043 225 9,323 100 81 2,391 60,373
% of units/beds — % 0.4 % 0.7 % 0.3 % 2.7 % 0.3 % 12.3 % 0.1 % 0.1 % 3.2 % 79.9 %
Outpatient Medical:
Square feet 454,497 1,000 78,764 84,956 212,441 196,681 63,913 — 129,864 196,082 2,562,791
Base rent (2) $ 12,079 $ 22 $ 1,996 $ 2,199 $ 4,618 $ 3,527 $ 2,506 $ — $ 3,420 $ 4,667 $ 87,335
% of base rent 9.9 % — % 1.6 % 1.8 % 3.8 % 2.9 % 2.0 % — % 2.8 % 3.8 % 71.4 %
Leases 43 1 3 3 4 3 2 — 2 3 33
% of leases 44.3 % 1.0 % 3.1 % 3.1 % 4.1 % 3.1 % 2.1 % — % 2.1 % 3.1 % 34.0 %
(1) Excludes our share of investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in the current year.
(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Cautionary Statement Regarding Forward-Looking Statements” and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on our website at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash for the next twelve months and thereafter. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
Six Months Ended Change
June 30, 2026 June 30, 2025 $ %
Cash, cash equivalents and restricted cash at beginning of period $ 5,209,539 $ 3,711,457 $ 1,498,082 40 %
Cash provided from (used in) operating activities 1,673,639 1,368,992 304,647 22 %
Cash provided from (used in) investing activities (6,073,018) (3,427,273) (2,645,745) (77) %
Cash provided from (used in) financing activities 1,334,876 2,726,661 (1,391,785) (51) %
Effect of foreign currency translation (47,872) 143,674 (191,546) (133) %
Cash, cash equivalents and restricted cash at end of period $ 2,097,164 $ 4,523,511 $ (2,426,347) (54) %
Operating Activities Please see “Results of Operations” for discussion of net income fluctuations. For the six months ended June 30, 2026 and 2025, cash flows provided from operations exceeded cash distributions to stockholders.
Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our unaudited consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):
Six Months Ended Change
June 30, 2026 June 30, 2025 $ %
New development $ 166,916 $ 238,561 $ (71,645) (30.0) %
Recurring capital expenditures, tenant improvements and lease commissions 183,801 152,736 31,065 20.3 %
Renovations, redevelopments and other capital improvements 405,325 320,493 84,832 26.5 %
Total $ 756,042 $ 711,790 $ 44,252 6.2 %
The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods. Renovations, redevelopments and other capital improvements includes capital spend identified during underwriting related to recently closed acquisitions, expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization.
Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments. Financing activities that occurred during the six months ended June 30, 2026 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our unaudited consolidated financial statements for additional information.
During the six months ended June 30, 2025, we sold 27,593,276 shares of common stock under our ATM Program, generating gross proceeds of approximately $3,987,776,000.
During the six months ended June 30, 2025, we extinguished $286,454,000 of secured debt at a blended average interest rate of 5.40%.
During the six months ended June 30, 2025, we assumed $469,130,000 of secured debt at a blended average interest rate of 4.45%.
During the six months ended June 30, 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity. Additionally, we completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035.
Foreign Currency Translation The change in cash from foreign currency translation during the six months ended June 30, 2026 is primarily due to the mark-to-market adjustment of Canadian dollar funds sent to pre-fund the Amica Senior Lifestyles transaction. Please refer to Note 3 of our unaudited consolidated financial statements for additional information.
Off-Balance Sheet Arrangements
At June 30, 2026, we had investments in unconsolidated entities with our ownership generally ranging from 8% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At June 30, 2026, we had 33 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our unaudited consolidated financial statements 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
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 June 30, 2026, and the put or call rights for each investment had been triggered, the amount payable by us to acquire these properties would have been $475,862,000.
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of June 30, 2026 (in thousands):
Payments Due by Period
Contractual Obligations Total 2026 2027-2028 2029-2030 Thereafter
Senior unsecured notes and term credit facilities:(1)
U.S. Dollar senior unsecured notes $ 10,728,000 $ — $ 2,093,000 $ 3,835,000 $ 4,800,000
Canadian Dollar senior unsecured notes(2) 211,200 — 211,200 — —
Pounds Sterling senior unsecured notes(2) 1,391,985 — 729,135 — 662,850
U.S. Dollar term credit facility 165,532 — 15,000 150,532 —
Canadian Dollar term credit facility(2) 1,934,321 — 1,934,321 — —
Secured debt: (1,2)
Consolidated 3,191,609 187,833 708,629 721,888 1,573,259
Unconsolidated 713,116 71,571 166,144 26,218 449,183
Other financial obligations(3) 255,739 737 3,173 3,563 248,266
Contractual interest obligations:(4)
Senior unsecured notes and term loans(2) 3,233,058 298,150 906,832 639,330 1,388,746
Consolidated secured debt(2) 808,496 62,613 220,255 147,434 378,194
Unconsolidated secured debt(2) 147,645 18,446 59,684 51,395 18,120
Other financial obligations(3) 1,530,083 10,300 40,976 40,585 1,438,222
Financing lease liabilities(5) 1,289,372 14,439 55,367 54,114 1,165,452
Operating lease liabilities(5) 2,762,666 55,000 219,850 218,638 2,269,178
Purchase obligations(6) 589,018 276,995 307,212 421 4,390
Total contractual obligations $ 28,951,840 $ 996,084 $ 7,670,778 $ 5,889,118 $ 14,395,860
(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.
(2) Based on foreign currency exchange rates in effect as of the balance sheet date.
(3) See Note 11 to our consolidated financial statements for additional information.
(4) Based on variable interest rates in effect as of the balance sheet date.
(5) See Note 6 to our unaudited consolidated financial statements for additional information.
(6) See Note 13 to our unaudited consolidated financial statements for additional information. Excludes amounts related to acquisitions under contract that have not yet closed as of June 30, 2026.
Capital Structure
Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of June 30, 2026, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.
On March 28, 2025, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or “universal” shelf registration statement on Form S-3 (the “New Registration Statement”) covering an indeterminate amount of future offerings of Welltower’s debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower. In connection with the filing of the New Registration Statement, on March 28, 2025, Welltower filed with the SEC five prospectus supplements, as described below. On March 28, 2025, Welltower also filed with the SEC a registration statement in connection
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
with its enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock. As of July 24, 2026, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement.
The first prospectus supplement filed in connection with the New Registration Statement related to the ATM Program (as defined below). On March 28, 2025, Welltower and Welltower OP entered into an equity distribution agreement with (i) BofA Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $7,500,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”). The ATM Program also allows Welltower to enter into forward sale agreements. On October 28, 2025, Welltower and Welltower OP entered into a new equity distribution agreement with the sales agents, forward sellers and forward purchasers described above, which renewed the ATM Program on substantially similar terms and, in connection therewith, terminated the March 2025 equity distribution agreement. As of July 24, 2026, we had $867,999,000 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.
The second such prospectus supplement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 23,471,419 shares of common stock of Welltower Inc. (the “Exchangeable Shares”) that may, under certain circumstances, be issuable upon exchange of the 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP, and the resale from time to time by the recipients of such Exchangeable Shares.
The third prospectus supplement filed in connection with the New Registration Statement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 390,590 shares of common stock of Welltower Inc. (the “DownREIT Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount.
The fourth such prospectus supplement continued an offering that was previously covered by a prior registration statement relating to the registration and possible issuance of up to 238,868 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the “OP Units”) of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
The fifth such prospectus supplement registered the offer and resale by the selling stockholder identified therein of up to 1,563,904 shares of common stock of Welltower Inc., which Welltower issued as consideration for its recent acquisition of certain properties.
On July 29, 2025 and October 28, 2025, Welltower filed prospectus supplements with the SEC to register the offer and resale by the selling stockholders identified therein of an aggregate of up to 1,385,517 shares of common stock of Welltower Inc., which Welltower issued as consideration for its recent acquisitions of certain properties.
On October 28, 2025, Welltower filed a prospectus supplement with the SEC relating to the registration and possible issuance of up to 4,542,926 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of the OP Units tender their OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
On April 28, 2026, Welltower filed a prospectus supplement with the SEC relating to the registration and possible issuance of up to 176,172 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of the OP Units tender their OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
On April 28, 2026, Welltower filed a prospectus supplement with the SEC to register the offer and resale by the selling stockholder identified therein of up to 138,740 shares of common stock of Welltower Inc., which Welltower issued as consideration for its recent acquisition of certain properties.
Supplemental Guarantor Information
Welltower OP has issued the unsecured notes described in Note 11 to our unaudited consolidated financial statements. All unsecured notes issued by Welltower OP are fully and unconditionally guaranteed by Welltower, and Welltower OP is 98.135% owned by Welltower as of June 30, 2026. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities or operations, other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.
Results of Operations
Summary
Our primary sources of revenue include resident fees and services revenue, rental income, interest income and interest earned on short-term deposits. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses and other expenses. We evaluate our business and make resource allocations on our three business segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI (“SSNOI”) and other supplemental measures include FFO and EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures (in thousands, except per share data).
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
Net income (loss) $ 462,975 $ 304,618 $ 158,357 52 % $ 1,215,299 $ 561,884 $ 653,415 116 %
NICS 445,002 301,888 143,114 47 % 1,173,674 559,845 613,829 110 %
FFO 1,153,653 825,717 327,936 40 % 2,136,201 1,590,914 545,287 34 %
EBITDA 1,320,674 941,864 378,810 40 % 2,900,098 1,824,442 1,075,656 59 %
NOI 1,394,463 1,033,533 360,930 35 % 2,690,969 1,994,230 696,739 35 %
SSNOI 805,819 690,514 115,305 17 % 1,457,821 1,248,533 209,288 17 %
Per share data (fully diluted):
NICS $ 0.61 $ 0.45 $ 0.16 36 % $ 1.63 $ 0.85 $ 0.78 92 %
FFO $ 1.56 $ 1.24 $ 0.32 26 % $ 2.92 $ 2.41 $ 0.51 21 %
Interest coverage ratio 7.52 x 6.75 x 0.77 x 11 % 7.91 x 6.44 x 1.47 x 23 %
Fixed charge coverage ratio 6.76 x 6.03 x 0.73 x 12 % 7.19 x 5.80 x 1.39 x 24 %
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Seniors Housing Operating
The following is a summary of our results of operations for the Seniors Housing Operating segment (in thousands):
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
Revenues:
Resident fees and services $ 2,984,891 $ 1,971,044 $ 1,013,847 51 % $ 5,765,822 $ 3,835,574 $ 1,930,248 50 %
Other income 10,445 4,688 5,757 123 % 19,888 8,029 11,859 148 %
Total revenues 2,995,336 1,975,732 1,019,604 52 % 5,785,710 3,843,603 1,942,107 51 %
Property operating expenses 2,128,109 1,438,277 689,832 48 % 4,143,470 2,822,961 1,320,509 47 %
NOI (1) 867,227 537,455 329,772 61 % 1,642,240 1,020,642 621,598 61 %
Other expenses:
Depreciation and amortization 624,624 354,381 270,243 76 % 1,141,803 695,137 446,666 64 %
Interest expense 36,077 19,581 16,496 84 % 66,318 35,850 30,468 85 %
Loss (gain) on extinguishment of debt, net — — — n/a 187 6,156 (5,969) (97) %
Impairment of assets 24,184 10,240 13,944 136 % 27,181 33,841 (6,660) (20) %
Other expenses 51,186 14,957 36,229 242 % 103,559 27,124 76,435 282 %
736,071 399,159 336,912 84 % 1,339,048 798,108 540,940 68 %
Income (loss) from continuing operations before income taxes and other items 131,156 138,296 (7,140) (5) % 303,192 222,534 80,658 36 %
Income (loss) from unconsolidated entities (23,361) (6,803) (16,558) (243) % (40,218) (8,785) (31,433) (358) %
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net (6,476) (1,244) (5,232) (421) % (5,853) 52,038 (57,891) (111) %
Income (loss) from continuing operations 101,319 130,249 (28,930) (22) % 257,121 265,787 (8,666) (3) %
Net income (loss) 101,319 130,249 (28,930) (22) % 257,121 265,787 (8,666) (3) %
Less: Net income (loss) attributable to noncontrolling interests (1,439) (686) (753) (110) % (3,637) (599) (3,038) (507) %
Net income (loss) attributable to common stockholders $ 102,758 $ 130,935 $ (28,177) (22) % $ 260,758 $ 266,386 $ (5,628) (2) %
(1) See “Non-GAAP Financial Measures” below for additional information and reconciliations.
Resident fees and services revenue and property operating expenses increased for the three and six month periods ended June 30, 2026 compared to the same periods in the prior year primarily due to acquisitions, including the acquisitions of Amica Senior Lifestyles, Barchester Healthcare and HC-One Group as described in Note 3 to our consolidated financial statements. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase from the same periods in the prior year. Average occupancy is as follows:
Three Months Ended(1)
March 31, June 30, September 30, December 31,
2025 85.1 % 85.6 % 86.9 % 87.4 %
2026 87.3 % 87.6 %
(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners’ noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.
The following is a summary of our SSNOI at Welltower’s share for the Seniors Housing Operating segment (in thousands):
QTD Pool YTD Pool
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
SSNOI (1) $ 582,615 $ 481,612 $ 101,003 21.0 % $ 1,071,001 $ 884,956 $ 186,045 21.0 %
(1) For the QTD Pool and YTD Pool, amounts relate to 980 and 907 same store properties. Please see “Non-GAAP Financial Measures” below for additional information and reconciliations.
Depreciation and amortization expense fluctuates as a result of acquisitions, dispositions and segment transitions. To the extent that we acquire, develop or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During the six months ended June 30, 2026, we recorded an impairment charge of $27,181,000 related to 12 properties. During the six months ended June 30, 2025, we recorded impairment charges of $33,841,000 related to eight properties.
Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our unaudited consolidated financial statements. The fluctuation in the gain on sales of properties is primarily related to the disposal of the Chartwell portfolio during the three months ended March 31, 2025, which is further discussed in Note 5 to our unaudited consolidated financial statements.
During the six months ended June 30, 2026, we completed construction conversions representing $257,446,000 or $450,080 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands):
As of June 30, 2026
Expected Conversion Year(1) Properties Units/Beds Anticipated Remaining Funding Construction in Progress Balance
2026 10 921 $ 48,428 $ 192,723
2027 12 1,545 273,244 189,284
2028 14 900 223,391 125,750
TBD(2) 14 291,014
Total 50 $ 798,771
(1) Properties expected to be converted in phases over multiple years are reflected in the last expected year.
(2) Represents projects for which a final budget or expected conversion date are not yet known.
Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of issuances, assumptions, fluctuations in foreign currency rates, extinguishments and principal amortizations. Additionally, interest expense includes finance lease interest expense, which has increased as a result of the HC-One acquisition in the fourth quarter of 2025, as well as interest expense associated with failed sale leaseback obligations acquired in the fourth quarter of 2025. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt.
The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Beginning balance $ 2,212,016 $ 2,253,663 $ 2,244,735 $ 2,042,583
Debt issued 324,384 — 324,384 —
Debt assumed 408,632 152,261 408,632 469,130
Debt extinguished (29,714) (152,261) (33,288) (248,298)
Principal payments (17,593) (14,260) (32,379) (26,367)
Effect of foreign currency (30,765) 46,710 (45,124) 49,065
Ending balance $ 2,866,960 $ 2,286,113 $ 2,866,960 $ 2,286,113
Ending weighted average interest 4.07 % 4.16 % 4.07 % 4.16 %
A portion of our Seniors Housing Operating property investments are formed through partnership interests. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the three and six month periods ended June 30, 2026 is primarily related to hypothetical liquidation at book value (“HLBV”) adjustments and an other-than-temporary impairment charge of $8,501,000 related to an unconsolidated management company. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.
46
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Triple-net
The following is a summary of our results of operations for the Triple-net segment (in thousands):
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
Revenues:
Rental income $ 414,789 $ 273,394 $ 141,395 52 % $ 798,592 $ 526,082 $ 272,510 52 %
Interest income — — — n/a 8,077 2,111 5,966 283 %
Other income 52 360 (308) (86) % 284 591 (307) (52) %
Total revenues 414,841 273,754 141,087 52 % 806,953 528,784 278,169 53 %
Property operating expenses 7,343 8,652 (1,309) (15) % 15,149 17,470 (2,321) (13) %
NOI(1) 407,498 265,102 142,396 54 % 791,804 511,314 280,490 55 %
Other expenses:
Depreciation and amortization 101,821 73,175 28,646 39 % 196,571 150,859 45,712 30 %
Interest expense 3,671 3,990 (319) (8) % 8,104 8,000 104 1 %
Impairment of assets 1,590 9,636 (8,046) (83) % 2,776 38,437 (35,661) (93) %
Other expenses 718 380 338 89 % 814 1,010 (196) (19) %
107,800 87,181 20,619 24 % 208,265 198,306 9,959 5 %
Income (loss) from continuing operations before income taxes and other items 299,698 177,921 121,777 68 % 583,539 313,008 270,531 86 %
Income (loss) from unconsolidated entities 4,592 (575) 5,167 899 % 9,992 (1,149) 11,141 970 %
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 22,677 (547) 23,224 n/a (4,025) (7,044) 3,019 43 %
Income (loss) from continuing operations 326,967 176,799 150,168 85 % 589,506 304,815 284,691 93 %
Net income (loss) 326,967 176,799 150,168 85 % 589,506 304,815 284,691 93 %
Less: Net income (loss) attributable to noncontrolling interests 2,618 1,730 888 51 % 2,976 (633) 3,609 570 %
Net income attributable to common stockholders $ 324,349 $ 175,069 $ 149,280 85 % $ 586,530 $ 305,448 $ 281,082 92 %
(1) See “Non-GAAP Financial Measures” below for additional information and reconciliations.
The increase in rental income for the three and six months ended June 30, 2026 is primarily attributable to acquisitions completed during the trailing twelve months and annual rent increases. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the applicable period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. During the six months ended June 30, 2026, our Triple-net portfolio had 26 leases with rental rate increases and a weighted average increase of 4.4%.
Interest income is primarily related to leases that were classified as sales-type leases.
The following is a summary of our SSNOI at Welltower’s share for the Triple-net segment (in thousands):
QTD Pool YTD Pool
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
SSNOI(1) $ 196,309 $ 182,420 $ 13,889 7.6 % $ 338,752 $ 316,504 $ 22,248 7.0 %
(1) For the QTD Pool and YTD Pool, amounts relate to 499 and 440 same store properties. Please see “Non-GAAP Financial Measures” below for additional information and reconciliations.
Depreciation and amortization expense fluctuates as a result of the acquisitions and dispositions of Triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the six months ended June 30, 2026, we recorded impairment charges of $2,776,000 related to two properties. During the six months ended June 30, 2025, we recorded impairment charges of $38,437,000 related to six properties.
47
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain (loss) on real estate dispositions and acquisitions of controlling interests, net were related to the volume, timing and price of related transactions.
Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Beginning balance $ 326,506 $ 333,773 $ 328,345 $ 335,552
Principal payments (1,857) (1,794) (3,696) (3,573)
Ending balance $ 324,649 $ 331,979 $ 324,649 $ 331,979
Ending weighted average interest 3.44 % 3.44 % 3.44 % 3.44 %
A portion of our Triple-net property investments were formed through partnerships. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the three and six month periods ended June 30, 2026 is primarily related to HLBV adjustments. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.
Outpatient Medical
The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (in thousands):
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
Revenues:
Rental income $ 44,951 $ 209,646 $ (164,695) (79) % $ 114,990 $ 418,525 $ (303,535) (73) %
Other income 817 2,165 (1,348) (62) % 1,910 4,302 (2,392) (56) %
Total revenues 45,768 211,811 (166,043) (78) % 116,900 422,827 (305,927) (72) %
Property operating expenses 7,734 62,834 (55,100) (88) % 25,567 127,440 (101,873) (80) %
NOI(1) 38,034 148,977 (110,943) (74) % 91,333 295,387 (204,054) (69) %
Other expenses:
Depreciation and amortization 11,319 67,480 (56,161) (83) % 22,142 134,909 (112,767) (84) %
Interest expense 287 179 108 60 % 336 (402) 738 184 %
Impairment of assets — — — n/a 643 — 643 n/a
Other expenses 60 52 8 15 % 3,969 57 3,912 n/a
11,666 67,711 (56,045) (83) % 27,090 134,564 (107,474) (80) %
Income (loss) from continuing operations before income taxes and other items 26,368 81,266 (54,898) (68) % 64,243 160,823 (96,580) (60) %
Income (loss) from unconsolidated entities (3,634) (2,339) (1,295) (55) % (2,766) (1,885) (881) (47) %
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net 82,336 16,641 65,695 395 % 528,815 21,633 507,182 n/a
Income (loss) from continuing operations 105,070 95,568 9,502 10 % 590,292 180,571 409,721 227 %
Net income (loss) 105,070 95,568 9,502 10 % 590,292 180,571 409,721 227 %
Less: Net income (loss) attributable to noncontrolling interests 8,245 777 7,468 961 % 20,804 1,550 19,254 n/a
Net income (loss) attributable to common stockholders $ 96,825 $ 94,791 $ 2,034 2 % $ 569,488 $ 179,021 $ 390,467 218 %
(1) See “Non-GAAP Financial Measures” below for additional information and reconciliations.
On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2 billion. The disposition has and will continue to occur in tranches expected to close through 2026. During the six months ended June 30, 2026, we disposed of 70 properties related to the
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
definitive agreement, with an aggregate gain on real estate dispositions of $534,328,000. Through June 30, 2026, we have disposed of 311 properties related to the definitive agreement.
For the quarter ended June 30, 2026, rental income, property operating expenses and depreciation expenses decreased primarily due to the properties sold during the fourth quarter 2025 and throughout 2026.
The following is a summary of our SSNOI at Welltower’s share for the Outpatient Medical segment (in thousands):
QTD Pool YTD Pool
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
SSNOI (1) $ 26,895 $ 26,482 $ 413 1.6 % $ 48,068 $ 47,073 $ 995 2.1 %
(1) For the QTD Pool and YTD Pool, amounts relate to 89 and 86 same store properties. Please see “Non-GAAP Financial Measures” below for additional information and reconciliations.
The following table is a summary of secured debt principal activity for the periods presented (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Beginning balance $ — $ 64,734 $ — $ 89,088
Debt extinguished — (14,360) — (38,156)
Principal payments — (504) — (1,062)
Ending balance $ — $ 49,870 $ — $ 49,870
Ending weighted average interest — % 4.50 % — % 4.50 %
Due to the transaction noted above, the Outpatient Medical segment no longer has any outstanding secured debt.
A portion of our Outpatient Medical property investments were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner. The increase in net income (loss) from noncontrolling interests is primarily related to our partners’ share of the gains on real property dispositions recognized as part of the sale of Outpatient Medical properties during the six months ended June 30, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-segment/Corporate
The following is a summary of our results of operations for the Non-segment/Corporate activities for the periods presented (in thousands):
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
Revenues:
Interest income $ 77,369 $ 62,057 $ 15,312 25 % $ 140,221 $ 122,436 $ 17,785 15 %
Other income 11,272 24,890 (13,618) (55) % 46,728 53,681 (6,953) (13) %
Total revenues 88,641 86,947 1,694 2 % 186,949 176,117 10,832 6 %
Property operating expenses 6,937 4,948 1,989 40 % 21,357 9,230 12,127 131 %
NOI(1) 81,704 81,999 (295) — % 165,592 166,887 (1,295) (1) %
Other expenses:
Interest expense 141,879 117,407 24,472 21 % 299,871 242,671 57,200 24 %
General and administrative expenses 67,486 64,175 3,311 5 % 134,960 127,933 7,027 5 %
Loss (gain) on derivatives and financial instruments, net — (409) 409 100 % — (3,619) 3,619 100 %
Loss (gain) on extinguishment of debt, net 1,984 — 1,984 n/a 2,524 — 2,524 n/a
Provision for loan losses, net 2,183 (1,113) 3,296 296 % 3,815 (3,120) 6,935 222 %
Other expenses 4,966 1,209 3,757 311 % 9,725 2,467 7,258 294 %
218,498 181,269 37,229 21 % 450,895 366,332 84,563 23 %
Income (loss) from continuing operations before income taxes and other items (136,794) (99,270) (37,524) (38) % (285,303) (199,445) (85,858) (43) %
Income tax benefit (expense) 61,979 (1,053) 63,032 n/a 50,346 4,466 45,880 n/a
Income (loss) from unconsolidated entities 4,434 2,325 2,109 91 % 13,337 5,690 7,647 134 %
Income (loss) from continuing operations (70,381) (97,998) 27,617 28 % (221,620) (189,289) (32,331) (17) %
Net income (loss) (70,381) (97,998) 27,617 28 % (221,620) (189,289) (32,331) (17) %
Less: Net income (loss) attributable to noncontrolling interests 8,549 909 7,640 840 % 21,482 1,721 19,761 n/a
Net income (loss) attributable to common stockholders $ (78,930) $ (98,907) $ 19,977 20 % $ (243,102) $ (191,010) $ (52,092) (27) %
(1) See “Non-GAAP Financial Measures” below for additional information and reconciliations.
The increase in interest income for both the three and six month periods ended June 30, 2026 is primarily driven by increased advances on loans receivable. The fluctuation in provision for loan losses, net is related to adjustments to reserves for loan losses based upon our current assessment of expected credit losses in the portfolio. Please refer to Note 7 to our unaudited consolidated financial statements for additional information.
Other income is primarily related to bank interest income earned on short-term deposits and will vary depending on the average carrying cash balance during the period. Property operating expenses primarily represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio.
The following is a summary of our Non-segment/Corporate interest expense for the periods presented (in thousands):
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 $ % 2026 2025 $ %
Senior unsecured notes $ 129,440 $ 104,214 $ 25,226 24 % $ 281,351 $ 220,638 $ 60,713 28 %
Unsecured credit facility and commercial paper program 2,570 3,443 (873) (25) % 4,194 5,021 (827) (16) %
Loan expense 9,869 9,750 119 1 % 14,326 17,012 (2,686) (16) %
Totals $ 141,879 $ 117,407 $ 24,472 21 % $ 299,871 $ 242,671 $ 57,200 24 %
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 to our unaudited consolidated financial statements for additional information. The change in interest expense on our unsecured revolving credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate
50
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
changes. Please refer to Note 10 to our unaudited consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances.
General and administrative expenses as a percentage of consolidated revenues for the six months ended June 30, 2026 and 2025 were 1.96% and 2.57%, respectively.
Income taxes reflected in the financial statements primarily consist of U.S. federal, state and local income taxes, as well as non-U.S. income-based and withholding taxes on certain investments located in jurisdictions outside the U.S. We determine interim income tax expense (benefit) by applying the applicable annual effective tax rates to the ordinary income (loss) of our TRS entities and recognizing the tax effects of discrete items in the periods in which they occur. The income tax benefit for the three months ended June 30, 2026 included a $71,304,000 deferred tax benefit recognized by a Canadian subsidiary as a result of a reduction in its valuation allowance. The reduction in the valuation allowance was supported by net deferred tax liabilities acquired during the period.
The fluctuation for net income (loss) attributable to noncontrolling interests will change based on the activity that occurs at Welltower OP and the current ownership of Welltower Inc. in Welltower OP.
Other
Non-GAAP Financial Measures
We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and acquisitions of controlling interests, and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.
NOI is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property (“Welltower Share”). To arrive at Welltower’s Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners’ noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in SSNOI five full quarters or six full quarters after acquisition or being placed into service for the QTD Pool and YTD Pool, respectively. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from SSNOI until five full quarters or six full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters or six full quarters post completion of the transition for the QTD Pool and YTD Pool, respectively. In addition, properties significantly impacted by force majeure, acts of God or other extraordinary adverse events are excluded from SSNOI until five full quarters or six full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange
51
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
rate. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our portfolio.
EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses on disposition of properties and acquisitions of controlling interests, impairment of assets, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments as deemed appropriate. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and 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 supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, the Board of Directors utilizes these measures to evaluate management performance. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.
The tables below reflect the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/losses on real estate dispositions and acquisitions of controlling interests and impairment of assets. Amounts are in thousands except for per share data.
Three Months Ended
June 30, March 31, December 31, September 30, June 30, March 31,
FFO Reconciliation: 2026 2026 2025 2025 2025 2025
Net income (loss) attributable to common stockholders $ 445,002 $ 728,672 $ 96,441 $ 280,559 $ 301,888 $ 257,957
Depreciation and amortization 737,764 622,752 594,151 509,812 495,036 485,869
Impairment of assets 25,774 4,826 45,924 3,081 19,876 52,402
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (98,537) (420,400) (1,378,391) (4,025) (14,850) (51,777)
Noncontrolling interests 10,639 17,100 11,940 (9,360) (6,256) (9,468)
Unconsolidated entities 33,011 29,598 32,598 44,308 30,023 30,214
FFO $ 1,153,653 $ 982,548 $ (597,337) $ 824,375 $ 825,717 $ 765,197
Average diluted shares outstanding
For net income attributable to common stockholders 737,956 726,255 710,167 685,399 668,140 653,795
For FFO 737,956 726,255 689,582 685,399 668,140 653,795
Per diluted share data:
Net income attributable to common stockholders(1) $ 0.61 $ 1.02 $ 0.14 $ 0.41 $ 0.45 $ 0.40
FFO $ 1.56 $ 1.35 $ (0.87) $ 1.20 $ 1.24 $ 1.17
(1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.
52
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Six Months Ended
June 30,
FFO Reconciliations: 2026 2025
Net income (loss) attributable to common stockholders $ 1,173,674 $ 559,845
Depreciation and amortization 1,360,516 980,905
Impairment of assets 30,600 72,278
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (518,937) (66,627)
Noncontrolling interests 27,739 (15,724)
Unconsolidated entities 62,609 60,237
FFO $ 2,136,201 $ 1,590,914
Average diluted common shares outstanding: 732,137 661,004
Per diluted share data:
Net income attributable to common stockholders(1) $ 1.63 $ 0.85
FFO $ 2.92 $ 2.41
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
The tables below reflect the reconciliation of consolidated NOI 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,
NOI Reconciliations: 2026 2026 2025 2025 2025 2025
Net income (loss) $ 462,975 $ 752,324 $ 117,767 $ 282,186 $ 304,618 $ 257,266
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (98,537) (420,400) (1,378,391) (4,025) (14,850) (51,777)
Loss (income) from unconsolidated entities 17,969 1,686 (4,442) 12,610 7,392 (1,263)
Income tax expense (benefit) (61,979) 11,633 (4,985) 2,335 1,053 (5,519)
Other expenses 56,930 61,137 125,844 44,699 16,598 14,060
Impairment of assets 25,774 4,826 45,924 3,081 19,876 52,402
Provision for loan losses, net 2,183 1,632 (7,384) 1,088 (1,113) (2,007)
Loss (gain) on extinguishment of debt, net 1,984 727 3,089 — — 6,156
Loss (gain) on derivatives and financial instruments, net — — (5,656) 31,682 (409) (3,210)
General and administrative expenses 67,486 67,474 1,557,378 63,124 64,175 63,758
Depreciation and amortization 737,764 622,752 594,151 509,812 495,036 485,869
Interest expense 181,914 192,715 203,784 162,052 141,157 144,962
Consolidated net operating income (NOI) $ 1,394,463 $ 1,296,506 $ 1,247,079 $ 1,108,644 $ 1,033,533 $ 960,697
NOI by segment:
Seniors Housing Operating $ 867,227 $ 775,013 $ 697,933 $ 570,900 $ 537,455 $ 483,187
Triple-net 407,498 384,306 374,089 278,410 265,102 246,212
Outpatient Medical 38,034 53,299 101,459 151,853 148,977 146,410
Non-segment/Corporate 81,704 83,888 73,598 107,481 81,999 84,888
Total NOI $ 1,394,463 $ 1,296,506 $ 1,247,079 $ 1,108,644 $ 1,033,533 $ 960,697
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Six Months Ended
June 30,
NOI Reconciliations: 2026 2025
Net income (loss) $ 1,215,299 $ 561,884
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (518,937) (66,627)
Loss (income) from unconsolidated entities 19,655 6,129
Income tax expense (benefit) (50,346) (4,466)
Other expenses 118,067 30,658
Impairment of assets 30,600 72,278
Provision for loan losses, net 3,815 (3,120)
Loss (gain) on extinguishment of debt, net 2,711 6,156
Loss (gain) on derivatives and financial instruments, net — (3,619)
General and administrative expenses 134,960 127,933
Depreciation and amortization 1,360,516 980,905
Interest expense 374,629 286,119
Consolidated net operating income (NOI) $ 2,690,969 $ 1,994,230
NOI by segment:
Seniors Housing Operating $ 1,642,240 $ 1,020,642
Triple-net 791,804 511,314
Outpatient Medical 91,333 295,387
Non-segment/corporate 165,592 166,887
Total NOI $ 2,690,969 $ 1,994,230
54
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 Pool YTD Pool
SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total
Consolidated properties 1,869 829 54 2,752 1,869 829 54 2,752
Unconsolidated properties 125 — 73 198 125 — 73 198
Total properties 1,994 829 127 2,950 1,994 829 127 2,950
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 properties 980 499 89 1,568 907 440 86 1,433
(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 Pool YTD Pool
Three Months Ended Six Months Ended
June 30, June 30,
SSNOI Reconciliations: 2026 2025 2026 2025
Seniors Housing Operating:
Consolidated NOI $ 867,227 $ 537,455 $ 1,642,240 $ 1,020,642
NOI attributable to unconsolidated investments 21,125 18,381 41,137 38,927
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 Share 582,615 481,612 1,071,001 884,956
Triple-net:
Consolidated NOI 407,498 265,102 791,804 511,314
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 Share 196,309 182,420 338,752 316,504
Outpatient Medical:
Consolidated NOI 38,034 148,977 91,333 295,387
NOI attributable to unconsolidated investments 4,450 4,170 8,706 8,204
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 Share 26,895 26,482 48,068 47,073
SSNOI at Welltower Share:
Seniors Housing Operating 582,615 481,612 1,071,001 884,956
Triple-net 196,309 182,420 338,752 316,504
Outpatient Medical 26,895 26,482 48,068 47,073
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.
55
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: 2026 2026 2025 2025 2025 2025
Net income (loss) $ 462,975 $ 752,324 $ 117,767 $ 282,186 $ 304,618 $ 257,266
Interest expense 181,914 192,715 203,784 162,052 141,157 144,962
Income tax expense (benefit) (61,979) 11,633 (4,985) 2,335 1,053 (5,519)
Depreciation and amortization 737,764 622,752 594,151 509,812 495,036 485,869
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 interest 8,851 8,449 7,476 6,150 8,653 11,520
Non-cash interest expense (15,122) (10,162) (14,546) (14,227) (10,231) (12,625)
Total interest 175,643 191,002 196,714 153,975 139,579 143,857
EBITDA $ 1,320,674 $ 1,579,424 $ 910,717 $ 956,385 $ 941,864 $ 882,578
Interest coverage ratio 7.52 x 8.27 x 4.63 x 6.21 x 6.75 x 6.14 x
Fixed Charge Coverage Ratio:
Total interest $ 175,643 $ 191,002 $ 196,714 $ 153,975 $ 139,579 $ 143,857
Secured debt principal payments 19,798 17,056 16,698 16,707 16,558 14,444
Total fixed charges 195,441 208,058 213,412 170,682 156,137 158,301
EBITDA $ 1,320,674 $ 1,579,424 $ 910,717 $ 956,385 $ 941,864 $ 882,578
Fixed charge coverage ratio 6.76 x 7.59 x 4.27 x 5.60 x 6.03 x 5.58 x
Six Months Ended
June 30,
EBITDA Reconciliations: 2026 2025
Net income (loss) $ 1,215,299 $ 561,884
Interest expense 374,629 286,119
Income tax expense (benefit) (50,346) (4,466)
Depreciation and amortization 1,360,516 980,905
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 interest 17,300 20,173
Total interest 366,645 283,436
EBITDA $ 2,900,098 $ 1,824,442
Interest coverage ratio 7.91 x 6.44 x
Fixed Charge Coverage Ratio:
Total interest $ 366,645 $ 283,436
Secured debt principal payments 36,854 31,002
Total fixed charges 403,499 314,438
EBITDA $ 2,900,098 $ 1,824,442
Fixed charge coverage ratio 7.19 x 5.80 x
56
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: 2026 2026 2025 2025 2025 2025
Net income (loss) $ 1,615,252 $ 1,456,895 $ 961,837 $ 967,823 $ 1,142,437 $ 1,098,489
Interest expense 740,465 699,708 651,955 602,640 579,638 571,905
Income tax expense (benefit) (52,996) 10,036 (7,116) (2,017) (9,058) (9,010)
Depreciation and amortization 2,464,479 2,221,751 2,084,868 1,971,123 1,865,090 1,752,099
EBITDA 4,767,200 4,388,390 3,691,544 3,539,569 3,578,107 3,413,483
Loss (income) from unconsolidated entities 27,823 17,246 14,297 12,310 3,738 (8,550)
Stock-based compensation expense 1,556,076 1,555,786 1,555,858 61,467 85,827 80,645
Loss (gain) on extinguishment of debt, net 5,800 3,816 9,245 6,156 6,575 8,280
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 assets 79,605 73,707 121,283 99,006 119,346 101,864
Provision for loan losses, net (2,481) (5,777) (9,416) (2,277) 828 7,104
Loss (gain) on derivatives and financial instruments, net 26,026 25,617 22,407 18,961 (22,627) (28,043)
Other expenses 288,610 248,278 201,201 109,762 85,302 117,388
Casualty losses, net of recoveries 13,107 10,565 11,367 13,178 14,488 13,945
Other impairment (1) — 604 604 42,582 42,582 130,296
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 interest 30,926 30,728 33,799 40,483 50,001 55,826
Non-cash interest expense (54,057) (49,166) (51,629) (52,226) (47,007) (45,729)
Total interest 717,334 681,270 634,125 590,897 582,632 582,002
Adjusted EBITDA $ 4,860,413 $ 4,500,566 $ 4,169,347 $ 3,821,867 $ 3,567,078 $ 3,337,731
Adjusted interest coverage ratio 6.78 x 6.61 x 6.57 x 6.47 x 6.12 x 5.73 x
Adjusted Fixed Charge Coverage Ratio:
Total interest $ 717,334 $ 681,270 $ 634,125 $ 590,897 $ 582,632 $ 582,002
Secured debt principal payments 70,259 67,019 64,408 62,627 56,337 49,886
Total fixed charges 787,593 748,289 698,533 653,524 638,969 631,888
Adjusted EBITDA $ 4,860,413 $ 4,500,566 $ 4,169,347 $ 3,821,867 $ 3,567,078 $ 3,337,731
Adjusted fixed charge coverage ratio 6.17 x 6.01 x 5.97 x 5.85 x 5.58 x 5.28 x
(1) Represents the write-off of straight-line rent receivable and unamortized lease incentive balances relating to leases placed on cash recognition.
57
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,
2026 2026 2025 2025 2025 2025
Book capitalization:
Unsecured credit facility and commercial paper $ — $ — $ — $ — $ — $ —
Long-term debt obligations(1) 18,218,544 18,455,978 19,737,446 16,960,008 16,079,566 15,831,799
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 debt 16,121,380 13,636,685 14,527,907 10,019,435 11,556,055 12,221,514
Total equity and noncontrolling interests(2) 47,663,572 44,929,270 43,202,939 39,312,382 36,546,301 34,581,977
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 ratio 25% 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 amortization 11,533,470 10,822,151 10,350,621 10,107,309 11,673,306 11,092,885
Total equity and noncontrolling interests(2) 47,663,572 44,929,270 43,202,939 39,312,382 36,546,301 34,581,977
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 ratio 21% 20% 21% 17% 19% 21%
Enterprise value:
Common shares outstanding 718,902 704,687 696,507 684,108 665,120 651,889
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 debt 16,121,380 13,636,685 14,527,907 10,019,435 11,556,055 12,221,514
Noncontrolling interests(2) 1,249,224 1,135,595 1,073,441 555,564 645,775 625,218
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 ratio 9% 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.
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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.