AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 1/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Portfolio data and contractual protections are identifiable capabilities, but their competitive uniqueness and contribution to sustainable excess returns are unestablished.
durability · — · Multi-year outpatient contracts support revenue visibility, while the dominant seniors housing business lacks demonstrated barriers to replication or persistent comparative advantage.
customer dependency · — · Master-lease bundling creates contractual friction for certain tenants. The evidence does not establish company-wide tenant dependency or resident switching costs.
erosion resilience · — · Strong operating growth weighs against assuming realized competitive weakness, but does not demonstrate resilience of an established moat through competition or a full cycle.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Same-store NOI growth is demonstrated, but price, occupancy and expense contributions are not separated. Lease escalator provisions establish contractual mechanisms rather than observed price realization.
retention · 2/4 · Non-cancellable outpatient leases and bundled master leases provide retention friction, and a disclosed lease extension provides limited realized evidence. This is a mixed, partial-portfolio assessment using contractual and indirect evidence; resident retention rates and extension economics are unavailable.
margin resilience · — · Expense reimbursements protect parts of the leased portfolio and same-store NOI increased. Neither establishes company-wide margin resilience because comparable revenue and expense trajectories for the core business are absent.
contractual freedom · 2/4 · Lease increasers, contingent escalators and reimbursements provide negotiated pricing mechanisms. Long-term non-cancellable agreements also constrain immediate repricing; discretionary pricing rights for the dominant resident-services business are not supplied.
Predictability—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for all five years.
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade, currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 36.11
- cashInterestPaid
- 579.59
- cashInterestCoverage
- 4.97
Capital allocation—
Missing required inputs: operatingReturn, cashConversionGrade. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 12.97
- 3-year average SBC / revenue (%)
- 6.82
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash generation and coverage improved, but investment spending substantially exceeded operating cash flow and substantial equity issuance continued. Acquisitions, improvements and impairments are disclosed without sufficient investment-level or per-share outcomes to establish consistently superior allocation.
incentive alignment · 2/4 · The adopted ECAP links half of target awards to market performance and imposes long redemption restrictions. These features coexist with accounting vesting at grant, substantial recognized compensation expense and waived legacy service conditions. Actual executive ownership is not established.
execution · 3/4 · Reported 2025 same-store growth provides strong demonstrated operating evidence beyond acquisition-driven expansion, supported by higher cash generation and subsequent segment NOI growth. Execution is assessed from operating outcomes; attribution to the proprietary platform and exceptional cycle durability remain unproven.
governance · 2/4 · Independent leadership, annual elections, majority voting and actual meeting attendance support meaningful oversight. The scale of compensation expense and waiver of legacy service requirements make the overall evidence mixed rather than exceptional; their existence does not itself establish misconduct.
Evidence
Data Science, Artificial Intelligence (“AI”) and Welltower Business System (“WBS”) We collect data related to our portfolio of over 2,500 properties, which allows us key advantages in selecting investment locations, products, price points and partners for our properties, as well as insights into our potential competition, anticipated costs and other metrics.
Business: Data Science, AI and Welltower Business System · Filed 12/02/2026
2021-2025 Share Price Performance 228.2% Total Shareholder Return (“TSR”) Since 2021 WELLTOWER • 2026 Proxy Statement 5 Proxy Statement Summary 2025 Performance Highlights ~$100 billion in shareholder value created from 2021-2025 Highest amongst all S&P 500 REITs Highest amongst all MSCI REITs 228.2% 2021-2025 Cumulative TSR Second highest TSR amongst all S&P 500 REITs Highest amongst all healthcare REITs 49.9% 2025 TSR +4,961 bps #3 2025 TSR +2,142 bps Third highest TSR out of 110 REITs in the MSCI US REIT Index WELL 2025 outperformance vs MSCI US REIT Index Third highest TSR amongst all healthcare REITs in 2025(1) WELL 2025 outperforms vs NAREIT Equity Health Care Index (1) Internally managed healthcare REITs Portfolio •Reported net income attributable to common stockholders of $937 million for the year ended December 31, 2025 •Reported total portfolio year-over-year average same store net operating income (“SSNOI”) growth of 14.1%(1), driven by SSNOI growth in our seniors housing operating (“SHO”) portfolio of 21.5%(1) •Meaningfully amplified our long-term growth trajectory through the completion of $11 billion of pro rata net investments, excluding development funding, anchored by acquisitions of seniors housing communities in the U.S.
Proxy Statement: 2025 business and operating performance highlights · Filed 10/04/2026
•Collaborated with the Capital Markets team on effective communication of the Company’s capital allocation strategy with equity and debt investors, private fund LPs, and sell-side analysts, helping drive the Company’s cost of capital well below peers’ cost of capital.
Compensation discussion: management claim concerning relative cost of capital · Filed 10/04/2026
Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences (including a preference for home health services instead of residing in one of our communities), physicians, staff and price.
Business: local resident competition and home health alternatives · Filed 12/02/2026
This competition may adversely affect us, including by subjecting us to the risk that the purchase price is significantly increased or that we are unable to acquire a desired property because of competition from other well-capitalized real estate investors, some of whom may have greater financial resources and lower costs of capital.
Risk Factors: acquisition competition and rival financial resources · Filed 12/02/2026
We rely on our partners to manage these properties effectively and efficiently.
Business: reliance on seniors housing operating partners · Filed 12/02/2026
Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time.
Business: bundled master-lease purchase and renewal rights · Filed 12/02/2026
Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of eight years at December 31, 2025 and are often credit enhanced by security deposits, guarantees and/or letters of credit.
Business: outpatient lease duration and credit enhancements · Filed 12/02/2026
Our Triple-net segment accounted for 11%, 10% and 13% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Business: Triple-net share of revenues · Filed 12/02/2026
Our Outpatient Medical segment accounted for 7%, 10% and 11% of total revenues for each of the years ended December 31, 2025, 2024 and 2023, respectively.
Business: Outpatient Medical share of revenues · Filed 12/02/2026
A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies.
Risk Factors: bankruptcy limitations on collections and remedies · Filed 12/02/2026
Our Seniors Housing Operating segment accounted for 78%, 76% and 72% of total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Business: Seniors Housing Operating share of revenues · Filed 12/02/2026
Management’s Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, NOI Reconciliations: 2026 2025 Net income (loss) $ 1,215,299 $ 561,884 Loss (gain) on real estate dispositions and acquisitions of controlling interests, net (518,937) (66,627) Loss (income) from unconsolidated entities 19,655 6,129 Income tax expense (benefit) (50,346) (4,466) Other expenses 118,067 30,658 Impairment of assets 30,600 72,278 Provision for loan losses, net 3,815 (3,120) Loss (gain) on extinguishment of debt, net 2,711 6,156 Loss (gain) on derivatives and financial instruments, net — (3,619) General and administrative expenses 134,960 127,933 Depreciation and amortization 1,360,516 980,905 Interest expense 374,629 286,119 Consolidated net operating income (NOI) $ 2,690,969 $ 1,994,230 NOI by segment: Seniors Housing Operating $ 1,642,240 $ 1,020,642 Triple-net 791,804 511,314 Outpatient Medical 91,333 295,387 Non-segment/corporate 165,592 166,887 Total NOI $ 2,690,969 $ 1,994,230 54 Item 2.
MD&A: first-half 2026 NOI reconciliation and segment comparison · Filed 28/07/2026
Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, typically include some form of operating expense reimbursement by the tenant.
Revenue recognition: tenant operating expense reimbursements · Filed 28/07/2026
Our leases typically include increasers and some form of operating expense reimbursement by the tenant.
Business: outpatient lease increasers and expense reimbursement · Filed 12/02/2025
Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.
Revenue recognition: contractual contingent rental escalators · Filed 28/07/2026
The following is a summary of our sources and uses of cash flows for the periods presented (in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2025 2024 $ % 2023 $ % $ % Cash, cash equivalents and restricted cash at beginning of period $ 3,711,457 $ 2,076,083 $ 1,635,374 79 % $ 722,292 $ 1,353,791 187 % $ 2,989,165 414 % Net cash provided from (used in): Operating activities 2,881,677 2,256,421 625,256 28 % 1,601,861 654,560 41 % 1,279,816 80 % Investing activities (10,512,749) (5,514,681) (4,998,068) 91 % (5,707,742) 193,061 -3 % (4,805,007) 84 % Financing activities 8,999,760 4,905,351 4,094,409 83 % 5,448,647 (543,296) -10 % 3,551,113 65 % Effect of foreign currency translation 129,394 (11,717) 141,111 n/a 11,025 (22,742) n/a 118,369 1,074 % Cash, cash equivalents and restricted cash at end of period $ 5,209,539 $ 3,711,457 $ 1,498,082 40 % $ 2,076,083 $ 1,635,374 79 % $ 3,133,456 151 % Operating Activities Please see “Results of Operations” for discussion of net income fluctuations.
Liquidity and Capital Resources: 2023–2025 cash flows · Filed 12/02/2026
The following table reflects the recent historical trends for our credit strength measures for the periods presented: Year Ended December 31, 2025 2024 2023 Net debt to book capitalization ratio 25.2% 26.8% 34.3% Net debt to undepreciated book capitalization ratio 21.3% 21.6% 27.8% Net debt to enterprise ratio 10.0% 12.9% 20.9% Interest coverage ratio 5.82x 5.39x 3.74x Fixed charge coverage ratio 5.28x 4.99x 3.44x Adjusted interest coverage ratio 6.57x 5.34x 3.95x Adjusted fixed charge coverage ratio 5.97x 4.95x 3.64x Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix.
MD&A: historical leverage and coverage ratios · Filed 12/02/2026
The following is a summary of our common stock issuances during the six months ended June 30, 2026 and 2025 (in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2025 Option exercises 22,967 $ 76.98 $ 1,768 $ 1,768 2025 ATM Program issuances 27,593,276 144.52 3,987,776 3,965,653 2025 Equity issuance (1) 1,563,904 — — 2025 Redemption of OP Units and DownREIT Units 556,950 — — 2025 Stock incentive plans, net of forfeitures 93,403 — — 2025 Totals 29,830,500 $ 3,989,544 $ 3,967,421 2026 Option exercises 13,878 $ 80.78 $ 1,121 $ 1,121 2026 ATM Program issuances 21,571,496 207.74 4,481,254 4,451,110 2026 Redemption of OP Units and DownREIT Units 430,576 — — 2026 Stock incentive plans, net of forfeitures 117,083 — — 2026 Other equity issuances (2) 261,753 — — 2026 Totals 22,394,786 $ 4,482,375 $ 4,452,231 (1) Relates to the re-issuance of treasury shares in lieu of cash consideration for the acquisition of real property.
Equity financing: first-half 2026 common stock issuances · Filed 28/07/2026
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.
Real estate schedule: acquisitions, improvements, impairments and dispositions · Filed 12/02/2026
As outlined in the table below, several features of the 10-Year ECAP directly align with investor feedback, including the following features: Shareholders expressed strong preference for: 10-Year ECAP Design Features Long-term performance periods •5-year Performance Period: October 6, 2025 to October 5, 2030 Compensation that is earned in line with shareholder value creation •One-half of the target awards are earned subject to achievement of market capitalization and relative TSR performance goals, aligning the awards with creation of shareholder value •Awards subject to market capitalization performance goals are earned only if absolute TSR is positive at the end of the 5-year performance •Potential to earn performance-based awards capped at $350/share Long-term retention requirements •Awards are not fully redeemable for shares of Welltower’s common stock until September 30, 2035 (10 years from program start), reinforcing sustained retention and long-term focus Consistent annual compensation •10-Year ECAP awards replace annual cash and equity compensation (other than annual base salary of $110,000/year) from 2026 until 2035 40 WELLTOWER • 2026 Proxy Statement Compensation Discussion and Analysis Our New Executive Compensation Framework Shareholders expressed strong preference for: 10-Year ECAP Design Features Alignment of executive team’s interests with long-term shareholder interests •Long-term performance period and meaningful retention requirements align interests of executives with those of shareholders •Staggered performance period and retention period minimizes excessive risk taking Alignment of NEOs’ focus •10-Year ECAP covers all NEOs Termination provisions that prevent windfalls •Termination for Cause triggers clawback •Resignation without Good Reason extends retention period to 15 years (CEO) or 20 years (other NEOs), delays future distributions, provides the Company with a repurchase right, and, solely in the case of the CEO, subjects the time-based awards to a forfeiture condition tied to achieving positive TSR over the 5-year performance period The structure of the 10-Year ECAP and key design features, including limited long-term dilutive impact, are highlighted below.
Compensation discussion: adopted 10-Year ECAP design and restrictions · Filed 10/04/2026
The LTIP Units were fully vested on the date of grant for accounting purposes, but remain subject to redemption restrictions, restrictions on transferability, repurchase rights and clawback obligations subject to service-based requirements and/or to achievement of predetermined market conditions (with respect to performance-based LTIP Units).
Stock Incentive Plans: accounting vesting and continuing award restrictions · Filed 28/07/2026
The Company recognized $1.6 billion in stock-based compensation expense during the year ended December 31, 2025, of which $1.4 billion was related to the Awards.
Auditor discussion: recognized stock-based compensation expense · Filed 12/02/2026
Accountability to Shareholders Single class of stock with one vote per share Annual elections for all directors Majority voting standard for uncontested elections of directors Proxy access for shareholders No shareholder rights plan (“poison pill”) Independent Oversight Independent Board Chair All directors except the CEO are independent Executive sessions provided for at all quarterly Board and committee meetings Key standing Board committees comprised solely of independent directors Effective Board Practices & Policies Rigorous annual review of desired skills and attributes of directors and nominees Annual Board and committee evaluations and bi-annual interviews by an independent third party Director orientation and continuing education Limits on board member service on other public company boards Risk Mitigation & Alignment of Interests Robust equity ownership guidelines for directors and executives Clawback policy enables recoupment of performance- and time-based incentives Comprehensive Code of Business Conduct and Corporate Governance Principles Related person and transaction policy and Insider Trading Policy For more detailed information on our corporate governance framework, see “Corporate Governance” beginning on page 11.
Proxy Statement: shareholder rights and independent oversight · Filed 10/04/2026
In 2025, no director attended fewer than 75% of the aggregate number of meetings of our Board and the committees on which the director served.
Corporate Governance: actual 2025 director meeting attendance · Filed 10/04/2026
As disclosed above, in connection with the adoption of the 10-Year ECAP, the service-based vesting conditions applicable to the PSUs were waived.
Legacy compensation: waiver of PSU service-based vesting conditions · Filed 10/04/2026
Competition We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, healthcare operators, developers and other investors in the acquisition, development, leasing and financing of healthcare and seniors housing properties.
Business: disclosed competitor categories · Filed 12/02/2026
(2) Relates to shares of common stock issued in connection with a lease modification and extension.
Equity issuance footnote: shares issued for a lease modification and extension · Filed 28/07/2026
