Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2025.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Welltower Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Welltower Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Welltower Inc. and subsidiaries as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Toledo, Ohio
February 12, 2026
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Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” “Insider Trading Policy,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Delinquent Section 16(a) Reports” in our definitive proxy statement, to the extent applicable, which will be filed with the Securities and Exchange Commission (the “Commission”) within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the company will be promptly disclosed on the Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance. Please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required under Item 11 is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under Item 12 is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required under Item 13 is incorporated herein by reference to the information under the headings “Corporate Governance — Independence and Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
Item 14. Principal Accounting Fees and Services
The information required under Item 14 is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Our Consolidated Financial Statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
81
Consolidated Balance Sheets – December 31, 2025 and 2024
84
Consolidated Statements of Comprehensive Income — Years ended December 31, 2025, 2024 and 2023
85
Consolidated Statements of Equity — Years ended December 31, 2025, 2024 and 2023
87
Consolidated Statements of Cash Flows — Years ended December 31, 2025, 2024 and 2023
88
Notes to Consolidated Financial Statements 89
2. The following Financial Statement Schedules are included beginning on page 143
III – Real Estate and Accumulated Depreciation
IV – Mortgage Loans on Real Estate
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
3. Exhibits:
The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.
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2.1 Agreement and Plan of Merger, dated March 7, 2022, by and among the Company, WELL Merger Holdco Inc. and WELL Merger Holdco Sub Inc. (filed with the Commission as Exhibit 2.1 to the Company ’ s Form 8-K filed on March 7, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.1 Restated Certificate of Incorporation of the Company. (filed with the Commission as Exhibit 3.2 to the Form 8-K filed on May 24, 2024 (File No. 001-08923), and incorporated herein by reference thereto).
3.2 Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Form 8-K filed on November 30, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
3.3 Limited Liability Company Agreement of Welltower OP LLC , dated as of May 24, 2022 (filed with the Commission as Exhibit 3.2 to the Company ’ s Form 8-K filed on May 25, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.4 Amendment No. 1 to Limited Liability Company Agreement of Welltower OP LLC, dated as of June 1, 2022 (filed with the Commission as Exhibit 3.4 to the Company ’ s Form 10-K filed on F ebruary 12, 2025 (File No. 001-08923), and incorporated herein by reference thereto).
3.5 Amendmen t No. 2 to Limited Liability Company Agreement of Welltower OP LLC, dated as of June 4, 2025 (filed with the Commission as Exhibit 3.1 to the Company ’ s Form 10-Q filed on July 29, 2025 (File No. 001-08923), and incorporated herein by reference thereto).
3.6 Amendment No. 3 to Limited Liability Company Agreement of Welltower OP LLC, dated as of December 31 , 2025 .
4.1(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed on March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(b) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(c) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(d) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(e) Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( f ) Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(g) Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(h) Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed on August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(i) Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company ’ s Form 8-K filed on February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(j) Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company ’ s Form 8-K filed on August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
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4.1(k) Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company ’ s Form 8-K filed on December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(l) Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company ’ s Form 8-K filed on June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(m) Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K filed on March 25, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(n) Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K filed on June 28, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(o) Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K filed on November 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(p) Supplemental Indenture No. 22, dated as of March 31, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company ’ s Form 8-K filed on March 31, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(q) Supplemental Indenture No. 23, dated as of April 1, 2022, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(r) Supplemental Indenture No. 2 4 , dated as o f June 2 7, 2025 , among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4. 3 to the Company ’ s Form 8-K filed on June 27, 2025 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(s) Amendment No. 1 to Su pplemental Indenture No. 24, dated as of August 4, 2025, among Welltower OP LLC, as issuer, the Company, as guarantor, and T he Bank of New York Mellon Trust Company, N .A., as trustee (filed with the Commission as Exhibit 4. 4 to the Compa ny ’ s Form 8-K filed on August 4, 2025 (File No. 001-08923), and incorporated herein by reference thereto).
4.2 Indenture, dated May 11, 2023, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K filed on May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
4.3 Form of Indenture for Senior Debt Securities, among the Company, as issuer, Welltower OP LLC ., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company’s Form S-3 filed on March 28, 2025 (File No. 333-2 86204 ), and incorporated herein by reference thereto).
4.4 Form of Indenture for Senior Subordinated Debt Securities, among the Company, as issuer, Welltower OP LLC , as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company ’ s Form S-3 filed on March 28 , 202 5 (File No. 333-2 86204 ), and incorporated herein by reference thereto).
4.5 Form of Indenture for Junior Subordinated Debt Securities, among the Company, as issuer, Welltower OP LLC , as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company ’ s Form S-3 filed on Marc h 28 , 202 5 (File No. 333 -2 86204 ), and incorporated herein by reference thereto).
4.6 Form of Indenture for Senior Debt Securities, among Welltower OP LLC , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.5 to the Company ’ s Form S-3 filed on March 28 , 202 5 (File No. 333-2 86204 ), and incorporated herein by reference thereto).
4.7 Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP LLC , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit
136
4.6 to the Company ’ s Form S-3 filed on March 28 , 202 5 (File No. 333-2 86204 ), and incorporated herein by reference thereto).
4.8 Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP LLC , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.7 to the Company ’ s Form S-3 filed on March 28 , 202 5 (File No. 333-2 86204 ), and incorporated herein by reference thereto).
4.9(a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Company’s Form 10-K filed on February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.9(b) Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.4(c) to the Company ’ s Form 10-K filed on February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.10 Indenture, dated July 11, 2024, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company ’ s Form 8-K filed on July 11, 2024 (File No. 001-08923), and incorporated herein by reference thereto).
4.11 Description of Securities of the Registrant .
10.1(a) Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as joint book runners; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Wells Fargo Bank, N.A., MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, TD Bank, NA, Truist Bank and Bank of Montreal, as co-senior managing agents and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. (filed with the Commission as Exhibit 10.1 to the Company’s 8-K filed on June 8, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(b) Consent and Amendment No. 1 to Credit Agreement, dated April 1, 2022, by and among the Company, Welltower OP Inc., the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(c) Amendment No. 2 to Credit Agreement, dated June 15, 2022, by and among the Company, Welltower OP LLC, the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 8-K filed on June 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(d) Amendment No. 3 to Credit Agreement, dated as of June 14, 2024, by and among the Company; Welltower OP LLC; the lenders therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A. , as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent (filed with the Commission as Exhibit 10.3 to the Company ’ s Form 10-Q filed on July 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).
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10.1(e) Amendment No. 4 to Credit Agreement, dated as of July 24, 2024, by and among the Company; Welltower OP LLC the lenders therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A. , as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 8-K filed on July 29, 2024 (File No. 001-08923), and incorporated herein by reference thereto).
10.2 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed on February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3 Summary of Non -Employee Director Compensation .*
10.4(a) Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed on May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(b) Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(c) Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(d) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(e) Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.4(e) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto) . *
10.5 Executive Employment Agreement, dated May 19, 2021, between the Company and Shankh Mitra (filed with the Commission as Exhibit 99.1 to the Company ’ s Form 8-K filed on May 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.6 Employment Offer Letter, dated May 20, 2021, between the Company and John F. Burkart (filed with the Commission as Exhibit 10.3 to the Company ’ s Form 10-Q filed on July 30, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7 Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 10-Q filed on November 5, 2021 (File No. 001-08923), and incorporated herein by reference thereto). *
10.8(a) Welltower Inc. 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(a) to the Company ’ s Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8(b) Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(b) to the Company ’ s Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
138
10.9(a) Welltower Inc. 2023-2025 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 10-Q filed on May 3, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.9(b) Form of Welltower Inc. 2023-2025 Long-Term Incentive Program Award Agreement (filed with the Commission as Exhibit 10.2 to the Company ’ s Form 10-Q filed on May 3, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(a) 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(a) to the Company ’ s Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(b) Form of Outperformance Program Award Agreement under the 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(b) to the Company ’ s Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(a) Welltower Inc. 2022 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(b) Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement (filed with the Commission as Exhibit 10.16(b) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(c) Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.4 to the Company ’ s Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(d) Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Employees) (filed with the Commission as Exhibit 10.13(d) to the Company’s Form 10-K filed on February 15, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*
10.12(a) Welltower Inc. 2024-2026 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*
10.12(b) Form of Welltower Inc. 2024-2026 Long-Term Incentive Program Award Agreement (filed with the Commission as Exhibit 10.2 to the Company ’ s Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13 Welltower Inc. 2022 Employee Stock Purchase Plan (filed with the Commission as Ex hibit 10.3 to the Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(a) Welltower OP LLC Profits Interests Plan (filed with the Commission as Exhibit 10.17(a) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(b) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(b) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(c) Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(c) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(d) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award) (filed with the Commission as Exhibit 10.17(d) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(e) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award for 2021 Special Stock Option Grant) (filed with the Commission as Exhibit 10.17(e) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(f) Form of Welltower OP LLC Profits Interests Plan Outperformance LTIP Unit Agreement (Outperformance Exchange Equity Award) (filed with the Commission as Exhibit 10.17(f) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
139
10.14(g) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(g) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(h) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (filed with the Commission as Exhibit 10.17(h) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(i) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(i) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(j) Form of Welltower OP LLC Profits Interests Plan Performance L TIP Unit Agreement (filed with the Commission as Exhibit 10.17(j) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(k) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10.17(k) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(l) Form of Welltower OP LLC Profits Interest Plan Vested Deferred LTIP Unit Agreement (Non-Employee Director) (filed with the Commission as Exhibit 10.17(n) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(m) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10.3 to the Company ’ s Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*
10.15 Form of Accrued Dividend Cash Award Agreement (filed with the Commission as Exhibit 10.17(l) to the Company ’ s Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16 Registration Rights Agreement, dated as of May 11, 2023, by and among the Company, Welltower OP LLC and the initial purchasers party thereto (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 8-K filed on May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
10.17 Registration Rights Agreement, dated as of July 11, 2024, by and among the Company, Welltower OP LLC and the initial purchasers party thereto (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 8-K filed on July 11, 2024 (File No. 001-08923), and incorporated herein by reference thereto).
10.18 Welltower Inc. 2025-2027 Long-Term Incentive P rogram (filed with the Commission as Exhibit 10.1 to the Company ’ s Form 10-Q filed on April 29, 2025 (File No. 001-08923) , and inc orporated herein by reference thereto).*
10.19 Form of Welltower Inc. 2025-2027 LTIP Form Awa rd Agreement (filed with the Commission as Exhibit 10. 2 to the Company ’ s Form 10-Q filed on April 29, 2025 (File No. 001-08923), and incorporated herein by reference thereto).*
10.20 Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10. 3 to the Company ’ s Form 10-Q filed on April 29, 2025 (File No. 001-08923), and incorporated herein by reference thereto).*
10.21 Form of Welltower Inc. 2022 Long-Term Incentive P lan Restricted Stock Unit Grant Agreement (filed with the Commission as Exhibit 10. 4 to the Company ’ s Form 10-Q filed on April 29, 2025 (File No. 001-08923), and incorporated herein by reference thereto).*
10.22 Equity Distribution Agreement, dat ed as o f March 28, 2025, among Welltower Inc., Welltower OP LLC, the sales agents named therein and the related forward purc hasers (filed with the Commission as Exhibit 1.1 to the Company ’ s Form 8-K filed on March 28, 2025 (File No. 001-08923) , and inc orporated herein by reference thereto).
10.23 Welltower I nc. Amended and Restated 2022 Long-Term Incentive Plan (filed with the Com mission as Exhibit 10.1 to the Company ’ s Form 8-K filed on May 23, 2025 (File No. 001-08923), and inc orporated herein by reference thereto).*
10.24 Equity Distribution Agreement, dated as of O ctober 28, 2025, among Welltower Inc., Welltower OP LLC, the sales agents named therein and the related forward purchasers (filed with the Commission as Exhibit 1.1 to the Company ’ s Form 8-K filed October 28, 2025, and incorporated herein by reference thereto).
140
10.25 Welltower OP LLC Ten Year Executive Continuity and Alignment Program. *
10.26 Welltower OP LLC Ten Year Executive Continuity and Alignment Program LTIP Unit Agreement (Shankh Mitra). *
10.27 Form of Welltower OP LLC Ten Year Executive Continuity and Alignment Program LTIP Unit Agreement (Non-CEO Form). *
10.28 Amendment No. 1 to Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan, effective October 30, 2025. *
10.29 Amendment No. 1 to Executive Employment Agreement between the Company and Shankh Mitra, dated October 30, 2025. *
10.30 Form of Executive Side Letter, dated October 30, 2025. *
10.31 Form of Global Amendment to Executive Performance-Based Restricted Stock Units, effective October 30, 2025.*
19 Insider Trading Policy .
21 Subsidiaries of the Company.
22 List of Subsidiary Issuers and Guaranteed Securities (filed with the Commission as Exhibit 22 to the Company ’ s Form 10-K filed February 12, 202 5 , and incorporated herein by reference thereto).
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
97 Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement.
101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included in Exhibit 101).
* Management Contract or Compensatory Plan or Arrangement.
Item 16. Form 10-K Summary
None.
141
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 12, 2026
WELLTOWER INC.
By: /s/ Shankh Mitra
Shankh Mitra,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 12, 2026 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Kenneth J. Bacon ** /s/ Johnese M. Spisso **
Kenneth J. Bacon, Chairman and Director Johnese M. Spisso, Director
/s/ Karen B. DeSalvo ** /s/ Kathryn M. Sullivan **
Karen B. DeSalvo, Director Kathryn M. Sullivan, Director
/s/ Andrew Gundlach ** /s/ Shankh Mitra **
Andrew Gundlach, Director Shankh Mitra, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Dennis G. Lopez ** /s/ Timothy G. McHugh **
Dennis G. Lopez, Director Timothy G. McHugh, Co-President & Chief Financial Officer
(Chief Financial Officer)
/s/ Ade J. Patton ** /s/ Joshua T. Fieweger**
Ade J. Patton, Director Joshua T. Fieweger, Chief Accounting Officer
(Principal Accounting Officer)
/s/ Sergio D. Rivera ** **By: /s/ Shankh Mitra
Sergio D. Rivera, Director Shankh Mitra, Attorney-in-Fact
142
Welltower Inc. and Subsidiaries
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description No. of Properties Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation (1)
Year Acquired Year Built
Seniors Housing Operating:
United States
Alabama 11 $ — $ 15,657 $ 137,919 $ 22,035 $ 15,757 $ 159,854 $ 33,896 2010-2025 1987-2024
Arkansas 3 — 8,272 68,893 6,743 8,312 75,596 8,387 2021-2025 1996-2021
Arizona 12 14,200 20,595 251,418 200,072 52,956 419,129 84,971 1999-2025 1900-2025
California 112 166,877 434,680 3,703,354 1,202,040 478,885 4,861,189 1,434,684 2002-2025 1900-2024
Colorado 22 121,459 46,914 416,429 555,461 80,779 926,812 198,487 2012-2025 1974-2022
Connecticut 9 — 27,817 265,243 151,888 37,814 407,134 65,181 2003-2025 1968-2023
District Of Columbia 2 — 4,000 69,154 161,461 22,469 212,146 25,744 2013-2025 2004-2025
Delaware 3 — 2,750 73,498 17,353 3,072 90,529 34,683 2010-2013 1999-2008
Florida 46 32,270 167,310 1,340,787 424,173 197,666 1,734,604 342,786 2007-2025 1900-2023
Georgia 21 — 52,456 428,250 120,846 57,546 544,006 122,774 1997-2025 1900-2025
Hawaii 1 — 22,918 56,046 18,979 23,063 74,880 18,105 2021-2021 1998-1998
Iowa 10 — 14,032 113,669 26,148 14,553 139,296 37,638 2010-2022 1990-2018
Idaho 6 — 15,059 93,625 13,175 15,936 105,923 15,532 2019-2024 1900-2019
Illinois 37 17,010 59,550 687,210 205,460 71,710 880,510 313,721 2006-2023 1900-2018
Indiana 22 — 42,836 438,655 137,293 53,576 565,208 120,793 2010-2025 1991-2023
Kansas 9 9,700 9,465 153,784 28,524 12,686 179,087 69,533 2004-2022 1996-2020
Kentucky 10 13,650 23,583 146,153 59,156 26,170 202,722 37,354 2012-2025 1998-2023
Louisiana 9 27,130 15,525 202,619 25,624 16,753 227,015 58,825 1998-2023 1988-2020
Massachusetts 23 — 94,469 829,601 319,360 131,429 1,112,001 177,447 2003-2025 1900-2023
Maryland 12 — 23,352 346,777 448,070 61,177 757,022 146,489 2013-2025 1900-2021
Maine 1 — 2,700 30,204 11,920 3,800 41,024 20,715 2013-2013 2006-2006
Michigan 44 51,747 80,541 702,704 87,345 89,417 781,173 169,934 2013-2025 1900-2023
Minnesota 21 35,911 38,532 528,134 50,144 41,912 574,898 126,148 2011-2025 1989-2023
Missouri 13 13,981 27,248 294,173 193,815 44,391 470,845 69,042 2011-2025 1980-2025
Mississippi 4 — 7,546 69,701 15,409 7,547 85,109 20,519 2003-2023 1997-2013
Montana 3 19,128 4,226 56,169 6,410 4,248 62,557 13,921 2005-2024 1998-2014
North Carolina 17 25,123 79,825 639,927 226,199 102,915 843,036 120,898 2013-2025 1900-2023
North Dakota 1 — 1,050 13,147 246 1,067 13,376 2,303 2021-2021 2014-2014
Nebraska 8 11,160 6,942 97,386 14,500 7,285 111,543 28,122 2010-2022 1990-2014
New Hampshire 3 17,675 9,262 76,086 5,670 9,304 81,714 12,306 2022-2022 1965-2017
New Jersey 30 29,300 65,594 884,540 242,787 74,319 1,118,602 343,855 2010-2025 1900-2023
New Mexico 1 20,627 3,847 29,821 286 3,847 30,107 2,598 2022-2024 1984-2016
Nevada 7 — 14,588 130,161 25,073 14,790 155,032 52,839 1998-2022 1986-2009
New York 41 197,640 121,400 964,053 134,531 125,865 1,094,119 299,887 2010-2025 1900-2023
Ohio 60 203,131 96,367 1,088,755 322,986 116,767 1,391,127 214,035 2013-2025 1900-2024
Oklahoma 17 11,828 29,017 274,555 54,532 30,811 327,293 122,893 2007-2023 1984-2017
Oregon 13 — 20,165 137,285 49,832 20,223 175,791 36,381 2019-2025 1980-2006
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description No. of Properties Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation (1)
Year Acquired Year Built
Seniors Housing Operating:
Pennsylvania 33 69,415 70,910 650,151 119,078 76,609 763,530 163,420 2010-2025 1900-2023
South Carolina 10 — 39,489 309,786 27,984 40,002 337,257 40,438 2021-2025 1986-2023
Tennessee 10 — 24,684 163,372 89,073 27,209 249,920 67,085 2012-2021 1981-2020
Texas 113 65,410 281,169 2,222,934 827,850 387,859 2,940,016 636,024 1999-2025 1900-2025
Utah 2 — 6,041 51,480 10,530 6,133 61,918 15,198 2004-2021 1986-2015
Virginia 15 — 95,360 634,893 229,321 108,336 851,238 154,549 2013-2025 1972-2024
Vermont 3 — 10,881 96,277 5,139 10,950 101,347 15,879 2022-2024 1988-2016
Washington 44 225,347 138,097 1,263,006 294,008 153,871 1,541,240 355,061 2003-2025 1900-2022
Wisconsin 6 — 6,777 101,222 24,739 7,041 123,727 34,572 2006-2021 2007-2016
United Kingdom
United Kingdom 738 260,027 1,480,199 7,845,456 1,757,553 1,633,516 9,440,242 1,028,684 2012-2025 1900-2025
Canada
Canada 128 845,015 401,621 2,963,224 804,408 432,063 3,737,189 891,567 2012-2025 1900-2022
Seniors Housing Operating Total $ 1,766 $ 2,504,761 $ 4,265,318 $ 32,141,686 $ 9,775,229 $ 4,964,406 41,179,633 $ 8,405,903
143
Welltower Inc. and Subsidiaries
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description No. of Properties Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation (1)
Year Acquired Year Built
Triple-net:
United States
California 23 $ — $ 70,348 $ 394,771 $ 38,072 $ 70,349 $ 432,798 $ 148,787 1998-2021 1923-2021
Colorado 7 — 20,093 240,734 759 20,094 241,474 63,546 2014-2022 1965-2016
Connecticut 5 — 15,430 85,343 — 15,430 85,337 6,591 2018-2025 1959-2015
Delaware 6 27,402 7,829 95,101 7,020 8,697 91,425 26,006 2004-2022 1905-1998
Florida 80 — 138,734 1,074,927 2,011 138,738 1,076,860 125,692 1996-2025 1966-2014
Georgia 3 — 4,349 38,553 1,397 4,349 39,941 9,594 2011-2018 1977-2006
Illinois 9 — 12,984 86,193 143 12,984 86,284 17,489 2006-2022 1900-2013
Indiana 18 — 14,130 260,432 6,072 14,130 254,392 86,631 2001-2021 1976-2015
Kansas 4 — 4,790 74,064 1,232 4,790 75,296 22,996 2011-2022 1988-2015
Massachusetts 9 — 29,428 276,045 6,039 29,428 282,084 53,505 1996-2025 1961-2018
Maryland 9 — 24,004 96,292 1,761 24,004 98,011 24,175 2011-2021 1960-2002
Michigan 10 — 10,152 106,997 39 10,151 106,994 9,343 2018-2025 1960-2013
Missouri 1 — 1,309 11,507 1,776 1,309 13,283 2,488 2021-2022 1963-2010
North Carolina 49 — 38,944 553,499 46,505 38,943 600,005 203,231 1997-2017 1988-2023
New Hampshire 8 82,424 9,359 102,499 16,808 12,474 116,192 10,497 2011-2025 1926-2016
New Jersey 27 53,360 59,453 648,064 75,296 61,643 721,148 183,187 2001-2024 1962-2021
New York 3 — 8,690 36,241 5,312 8,690 41,553 17,570 2001-2022 1963-2002
Ohio 30 — 32,513 217,281 39,588 35,079 254,247 69,978 1997-2021 1971-2020
Oklahoma 7 — 1,505 17,849 3,795 1,505 16,620 9,027 1995-2022 1900-1996
Oregon 1 — 449 5,171 119 449 5,290 3,571 1999-1999 1998-1998
Rhode Island 3 22,090 5,429 19,638 22,596 7,472 24,773 3,484 2011-2011 1963-1975
Pennsylvania 43 5,040 45,388 478,396 5,138 45,600 483,322 121,732 1999-2022 1907-2018
South Carolina 6 — 6,971 22,221 784 6,970 23,006 8,228 1999-2021 1966-1998
Tennessee 3 — 2,171 14,530 767 2,171 15,297 7,010 1998-2022 1998-2007
Texas 138 — 144,536 2,430,547 6,946 144,538 2,437,487 78,678 1996-2025 1950-2024
Utah 1 — 2,150 24,107 — 2,150 24,107 6,378 2015-2015 2014-2014
Virginia 25 26,733 24,765 284,248 14,378 25,643 297,721 90,501 2003-2021 1900-2015
Vermont 2 19,638 402 20,205 4,004 1,153 23,458 2,638 2011-2011 1967-1968
Washington 7 — 16,964 82,433 1,855 16,959 84,265 19,261 1999-2018 1984-2012
Wisconsin 1 — 420 4,006 884 420 4,890 2,753 2001-2001 1991-1991
West Virginia 7 91,659 2,828 191,460 19,009 5,759 207,538 21,505 2011-2022 1979-2007
United Kingdom
United Kingdom 227 — 693,444 3,538,197 385,331 739,011 3,877,961 228,613 2012-2025 1900-2024
Canada
Canada 6 — 14,114 115,924 28,713 17,211 141,540 41,542 2014-2014 1971-2006
Triple-net Total 778 $ 328,346 $ 1,464,075 $ 11,647,475 $ 744,149 $ 1,528,293 $ 12,284,599 $ 1,726,227
144
Welltower Inc. and Subsidiaries
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description No. of Properties Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation (1)
Year Acquired Year Built
Outpatient Medical:
United States
California — $ — $ 3,800 $ — $ — $ 3,800 $ — $ — 2006-2024 1900-2019
Florida — — — — — — 1,640 — 2006-2022 1974-2006
Georgia 1 — 1,862 — — 1,862 — — 2006-2023 1900-2016
North Carolina 2 — — 22,949 151,531 27,461 147,019 25,693 2018-2022 1971-2021
Nevada 1 — 7,372 22,172 3,597 7,372 25,769 7,005 2006-2020 1991-2017
New York 6 — 36,701 161,861 25,753 36,702 185,533 36,894 2007-2019 1962-2021
Oklahoma 1 — 1,207 18,909 1,459 1,207 20,368 690 2013-2025 1985-2022
Pennsylvania 1 — 3,981 31,706 644 3,981 32,350 9,777 2018-2023 1979-2020
Texas 33 — 65,173 446,344 621,656 106,047 1,026,874 138,432 2006-2025 1900-2025
Outpatient Medical Total 45 $ — $ 120,096 $ 703,941 $ 804,640 $ 188,432 $ 1,439,553 $ 218,491
145
Welltower Inc. and Subsidiaries
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2025
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description No. of Properties Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation (1)
Year Acquired Year Built
Assets Held For Sale:
Seniors Housing Operating: 13 $ — $ 3,096 $ 50,312 $ 19,987 $ — $ 87,740 $ — 2010-2025 1900-2009
Triple-Net: 3 — 2,979 35,459 — — 8,871 — 2010-2018 1988-2000
Outpatient Medical: 81 — 225,548 1,599,606 14 — 1,353,526 — 2006-2025 1900-2025
Assets Held For Sale Total 97 $ — $ 231,623 $ 1,685,377 $ 20,001 $ — $ 1,450,137 $ —
146
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Encumbrances Land & Land Improvements Buildings & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Buildings & Improvements Accumulated Depreciation (1)
Summary:
Seniors Housing Operating $ 2,504,761 $ 4,265,318 $ 32,141,686 $ 9,775,229 $ 4,964,406 $ 41,179,633 $ 8,405,903
Triple-net 328,346 1,464,075 11,647,475 744,149 1,528,293 12,284,599 1,726,227
Outpatient Medical — 120,096 703,941 804,640 188,432 1,439,553 218,491
Construction in progress — — 738,859 — — 738,859 —
Total continuing operating properties 2,833,107 5,849,489 45,231,961 11,324,018 6,681,131 55,642,644 10,350,621
Assets held for sale — 231,623 1,685,377 20,001 — 1,450,137 —
Total investments in real property owned $ 2,833,107 $ 6,081,112 $ 46,917,338 $ 11,344,019 $ 6,681,131 $ 57,092,781 $ 10,350,621
(1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Year Ended December 31,
2025 2024 2023
(in thousands)
Investment in real estate:
Beginning balance $ 51,299,505 $ 46,338,171 $ 41,000,766
Acquisitions and development 18,596,306 5,695,978 5,296,051
Improvements 1,050,263 857,546 517,682
Impairment of assets ( 121,283 ) ( 92,793 ) ( 36,097 )
Dispositions (1)
( 7,694,080 ) ( 1,170,195 ) ( 688,370 )
Foreign currency translation and other 643,201 ( 329,202 ) 248,139
Ending balance (2)
$ 63,773,912 $ 51,299,505 $ 46,338,171
Accumulated depreciation:
Beginning balance $ 10,626,263 $ 9,274,814 $ 8,075,733
Depreciation and amortization expenses 2,084,868 1,632,093 1,401,101
Amortization of above market leases 3,432 4,922 5,658
Dispositions and other (1)
( 2,469,113 ) ( 316,685 ) ( 237,280 )
Foreign currency translation 105,171 31,119 29,602
Ending balance $ 10,350,621 $ 10,626,263 $ 9,274,814
(1) Includes property dispositions and dispositions of leasehold improvements which are generally fully depreciated. Also includes real properties derecognized upon the reclassification from operating to sales-type leases. During the year ended December 31, 2023, we executed a series of transactions that included the assignment of the leasehold interests in the properties to a newly formed tri-party unconsolidated joint venture and culminated in the closing of the purchase option by the joint venture. The transactions resulted in a gain from the loss of control and derecognition of the leasehold interests.
(2) The unaudited aggregate cost for tax purposes for real property equals $ 52,251,958,000 at December 31, 2025.
147
Welltower Inc. and Subsidiaries
Schedule IV - Mortgage Loans on Real Estate
December 31, 2025
(in thousands)
Location Interest Rate Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgages related to multiple properties located in:
United States - AZ, CA, SC 10.00 % 2027 Interest until maturity; Interest paid-in-kind until maturity $ — $ 459,945 $ 454,391 $ —
United States - MT, NV, OR, SD, WA, WY 13.65 % 2026 Interest only until maturity — 170,000 168,260 —
United States - MD 9.00 % 2026 Interest only until maturity — 96,000 95,036 —
United Kingdom 7.50 % 2027 Interest only until maturity — 90,754 89,983 —
United States - NJ 9.00 % 2027 Interest only until maturity — 60,263 59,603 —
United States - MT, NV, OR, SD, WA, WY 8.00 % 2026 Interest only until maturity — 40,000 39,590
First mortgages less than three percent of total:
United States - AZ, GA, KS, NC, NJ, NV, NY, TX 6.00 % - 15.54 %
2026 - 2034 N/A N/A N/A 105,822 —
Totals $ — $ 916,962 $ 1,012,685 $ —
Year Ended December 31,
2025 2024 2023
Reconciliation of mortgage loans: (in thousands)
Balance at beginning of year $ 1,520,503 $ 1,043,252 $ 697,906
Additions:
Advances on loans 289,342 513,380 313,877
Other additions (1)
70,764 84,886 39,768
Total additions 360,106 598,266 353,645
Deductions:
Collection of principal ( 67,040 ) ( 84,824 ) ( 42,415 )
Other deductions (2)
( 868,039 ) ( 15,608 ) —
Change in allowance for credit losses and charge-offs 11,943 ( 5,858 ) ( 4,706 )
Total deductions ( 923,136 ) ( 106,290 ) ( 47,121 )
Change in balance due to foreign currency translation 55,212 ( 14,725 ) 38,822
Balance at end of year $ 1,012,685 $ 1,520,503 $ 1,043,252
(1) Includes interest added to principal. The year ended December 31, 2024 also includes existing loans for which a first mortgage interest was obtained.
(2) Includes loans satisfied by a conversion to real property owned.
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