Welltower · 10-Q · Item 2 MD&A

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

EXECUTIVE SUMMARY

Company Overview

Business Strategy

Key Transactions

Key Performance Indicators, Trends and Uncertainties

Corporate Governance

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Off-Balance Sheet Arrangements

Contractual Obligations

Capital Structure

Supplemental Guarantor Information

RESULTS OF OPERATIONS

Summary

Seniors Housing Operating

Triple-net

Outpatient Medical

Non-Segment/Corporate

OTHER

Non-GAAP Financial Measures

Critical Accounting Policies and Estimates

Cautionary Statement Regarding Forward-Looking Statements

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

$

%

Triple-net

%

Outpatient Medical

%

Totals

$

%

(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.

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 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.

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

$

%

Triple-net

%

Outpatient Medical

1

%

Totals

$

%

(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

$

$

%

Triple-net

%

Outpatient Medical

%

Totals

$

$

%

(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

Net income (loss)

$

$

$

$

$

$

NICS

FFO

NOI

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

Net debt to book capitalization ratio

Net debt to undepreciated book capitalization ratio

Net debt to enterprise value ratio

9%

9%

8%

Interest coverage ratio

Fixed charge coverage ratio

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

Property mix:(1)

Seniors Housing Operating

Triple-net

Outpatient Medical

3%

4%

9%

Relationship mix:(1)

Barchester

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

Geographic mix:(1)

United Kingdom

Texas

9%

Canada

8%

7%

6%

8%

8%

7%

California

8%

8%

9%

Ohio

7%

6%

5%

4%

5%

5%

Remaining geographic areas in the U.S.

(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.

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)

Thereafter

Triple-net:

Properties

—

2

4

5

2

1

1

Base rent (2)

$

—

$

$

$

$

$

$

$

$

$

$

% of base rent

—

%

%

%

%

%

%

%

%

—

%

%

%

Units/beds

—

% of units/beds

—

%

%

%

%

%

%

%

%

%

%

%

Outpatient Medical:

Square feet

—

Base rent (2)

$

$

$

$

$

$

$

$

—

$

$

$

% of base rent

%

—

%

%

%

%

%

%

—

%

%

%

%

Leases

1

3

3

4

3

2

—

2

3

% of leases

%

%

%

%

%

%

%

—

%

%

%

%

(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.

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

$

%

Cash, cash equivalents and restricted cash at beginning of period

$

$

$

%

Cash provided from (used in) operating activities

%

Cash provided from (used in) investing activities

%

Cash provided from (used in) financing activities

%

Effect of foreign currency translation

%

Cash, cash equivalents and restricted cash at end of period

$

$

$

%

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

$

%

New development

$

$

$

%

Recurring capital expenditures, tenant improvements and lease commissions

%

Renovations, redevelopments and other capital improvements

%

Total

$

$

$

%

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

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

Thereafter

Senior unsecured notes and term credit facilities:(1)

U.S. Dollar senior unsecured notes

$

$

—

$

$

$

Canadian Dollar senior unsecured notes(2)

—

—

—

Pounds Sterling senior unsecured notes(2)

—

—

U.S. Dollar term credit facility

—

—

Canadian Dollar term credit facility(2)

—

—

—

Secured debt: (1,2)

Consolidated

Unconsolidated

Other financial obligations(3)

Contractual interest obligations:(4)

Senior unsecured notes and term loans(2)

Consolidated secured debt(2)

Unconsolidated secured debt(2)

Other financial obligations(3)

Financing lease liabilities(5)

Operating lease liabilities(5)

Purchase obligations(6)

Total contractual obligations

$

$

$

$

$

(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

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.

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

Amount

%

Amount

%

Net income (loss)

$

$

$

%

$

$

$

%

NICS

%

%

FFO

%

%

EBITDA

%

%

NOI

%

%

SSNOI

%

%

Per share data (fully diluted):

NICS

$

$

$

%

$

$

$

%

FFO

$

$

$

%

$

$

$

%

Interest coverage ratio

x

x

x

%

x

x

x

%

Fixed charge coverage ratio

x

x

x

%

x

x

x

%

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

$

%

$

%

Revenues:

Resident fees and services

$

$

$

%

$

$

$

%

Other income

%

%

Total revenues

%

%

Property operating expenses

%

%

NOI (1)

%

%

Other expenses:

Depreciation and amortization

%

%

Interest expense

%

%

Loss (gain) on extinguishment of debt, net

—

—

—

n/a

%

Impairment of assets

%

%

Other expenses

%

%

%

%

Income (loss) from continuing operations before income taxes and other items

(5)

%

%

Income (loss) from unconsolidated entities

%

%

Gain (loss) on real estate dispositions and acquisitions of controlling interests, net

%

%

Income (loss) from continuing operations

%

(3)

%

Net income (loss)

%

(3)

%

Less: Net income (loss) attributable to noncontrolling interests

%

%

Net income (loss) attributable to common stockholders

$

$

$

%

$

$

$

(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)

%

%

%

%

%

%

(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

$

%

$

%

SSNOI (1)

$

$

$

%

$

$

$

%

(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.

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):

Expected Conversion Year(1)

Properties

Units/Beds

Anticipated Remaining Funding

Construction in Progress Balance

$

$

TBD(2)

Total

$

(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

Beginning balance

$

$

$

$

Debt issued

—

—

Debt assumed

Debt extinguished

Principal payments

Effect of foreign currency

Ending balance

$

$

$

$

Ending weighted average interest

%

%

%

%

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.

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

$

%

$

%

Revenues:

Rental income

$

$

$

%

$

$

$

%

Interest income

—

—

—

n/a

%

Other income

%

%

Total revenues

%

%

Property operating expenses

%

%

NOI(1)

%

%

Other expenses:

Depreciation and amortization

%

%

Interest expense

(8)

%

1

%

Impairment of assets

%

%

Other expenses

%

%

%

5

%

Income (loss) from continuing operations before income taxes and other items

%

%

Income (loss) from unconsolidated entities

%

%

Gain (loss) on real estate dispositions and acquisitions of controlling interests, net

n/a

%

Income (loss) from continuing operations

%

%

Net income (loss)

%

%

Less: Net income (loss) attributable to noncontrolling interests

%

%

Net income attributable to common stockholders

$

$

$

%

$

$

$

%

(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

$

%

$

%

SSNOI(1)

$

$

$

%

$

$

$

%

(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.

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

Beginning balance

$

$

$

$

Principal payments

Ending balance

$

$

$

$

Ending weighted average interest

%

%

%

%

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

$

%

$

%

Revenues:

Rental income

$

$

$

%

$

$

$

%

Other income

%

%

Total revenues

%

%

Property operating expenses

%

%

NOI(1)

%

%

Other expenses:

Depreciation and amortization

%

%

Interest expense

%

%

Impairment of assets

—

—

—

n/a

—

n/a

Other expenses

8

%

n/a

%

%

Income (loss) from continuing operations before income taxes and other items

%

%

Income (loss) from unconsolidated entities

%

%

Gain (loss) on real estate dispositions and acquisitions of controlling interests, net

%

n/a

Income (loss) from continuing operations

%

%

Net income (loss)

%

%

Less: Net income (loss) attributable to noncontrolling interests

%

n/a

Net income (loss) attributable to common stockholders

$

$

$

2

%

$

$

$

%

(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

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

$

%

$

%

SSNOI (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

Beginning balance

$

—

$

$

—

$

Debt extinguished

—

—

Principal payments

—

—