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Welltower

NYSE: WELL · USD

Welltower (WELL) Economic Moat Analysis—

Competitive advantages, dated evidence and erosion risks.

Uncertain economic moat

Welltower demonstrates improving operating performance, favorable pricing realization and contractual protection in its leased portfolio. Its proprietary data platform has external licensees, but the supplied passages do not establish sustained competitive superiority or difficult-to-replicate economics across its dominant seniors housing business. The uncertainty reflects insufficient evidence of a durable moat, rather than demonstrated competitive weakness.

Switching costs

Long-term master leases create current contractual commitment and limit tenants' ability to renew only their better-performing properties. This is an evidenced protection within the leased portfolio, but its distinctiveness versus competitors and applicability to the dominant resident-services business are unestablished.

Durability
Triple-net leases generally have initial terms of 10–20 years, and 96.9% of triple-net properties were under master leases at December 31, 2025. Protection lasts subject to enforceability and tenant solvency; it does not establish a company-wide moat.
Competitors
Comparison not established
Erosion risks
Bankruptcy can delay collections or limit claims. Purchase options can surrender property upside, while replacement tenants may require concessions. Resident fees and services represented 84% of first-half 2026 revenue, limiting the reach of landlord lease protections.
What would invalidate the thesis
Material rent concessions, rejected master leases, declining collections or renewals on materially weaker terms would undermine the contractual protection. Evidence that comparable competitors routinely offer identical protections would invalidate its interpretation as a differentiated advantage.
Evidence (4) · Counterevidence (4)

Intangible assets

Welltower operates proprietary underwriting models informed by its large property portfolio and has licensed its data platform externally. These establish an existing capability and external adoption; superior predictive accuracy, exclusive data access and durable economic differentiation remain unproven.

Durability
Continuing data collection could improve underwriting and operations, but management's claims of increasing predictive precision are not accompanied by comparative accuracy or acquisition-return evidence. WBS implementation remains phased.
Competitors
Comparison not established
Erosion risks
Competitors may develop comparable analytics. Licensing may reduce exclusivity, and occupancy recovery can explain part of the operating improvement without proving platform superiority. Shared-service efficiencies are described as intended benefits rather than measured relative cost advantages.
What would invalidate the thesis
Repeated underwriting misses, acquisition impairments, loss of external licensees or evidence that comparable portfolios achieve equivalent outcomes without the platform would weaken the advantage hypothesis. A persistent inability to demonstrate benefits beyond occupancy recovery would leave the moat unestablished.
Evidence (6) · Counterevidence (2)

Changes since the previous analysis

  • The uncertain moat verdict is unchanged after re-examining the supplied catalog; all four moat criteria remain null.
  • Retained pricing grades of 2, 3, 3 and 2 and management grades of 2, 2, 3 and 2 using current catalog evidence rather than earlier assessments.
  • Added explicit consideration of actual lease restructures and same-store exclusions as limits on extrapolation.
  • Recognized first-half per-share FFO growth alongside acquisition spending and issuance when assessing capital discipline; recent acquisition returns remain unproven.

Evidence limitations

  • All supplied evidence comes from issuer filings and issuer-authored materials. Operating results and contractual terms support numerical assessments, but platform superiority and causal attribution to WBS remain management assertions.
  • The business competition passages disclose generic competitor categories. Named operators, tenants and licensees are not established as competitors. Compensation-peer disclosures do not establish each named company's direct competitive overlap, so competitor arrays remain empty.
  • No comparative property-level returns, persistent cost advantage, exclusive local market positions or demonstrated network effects establish a durable company-wide moat.
  • Outpatient medical retention is direct evidence for a substantially reduced portfolio. Seniors housing retention is assessed indirectly from occupancy and demand, without inferring resident renewal or churn rates.
  • Same-store results exclude substantial recent acquisitions and other properties; they cannot establish returns on the entire expanding portfolio.
  • Resident pricing discretion and detailed resident agreement terms are missing. Revenue growth beyond occupancy supports favorable realization but does not isolate rates from service or resident mix.
  • Actual executive beneficial ownership amounts and the subsequent 2026 advisory compensation vote result are not supplied. ECAP grants were adopted, but accounting vesting does not establish achieved performance conditions or unrestricted redemption.
  • Source dates are treated as filed dates, retaining dateKind; no retrieval date is treated as a publication date.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202141.5%———
202239.3%———
202317.0%———
202419.9%———
202523.2%———

Pricing power63

  • Pricing outcomes

    Twenty-six triple-net leases received a weighted-average 4.4% rental increase in first-half 2026. Second-quarter seniors housing same-store revenue increased 9.2% while occupancy rose from 86.1% to 89.4%, supporting favorable realization beyond occupancy alone. Rates, services and resident mix are not separately identified, limiting the company-wide conclusion.

  • Customer demand

    Outpatient medical trailing-twelve-month retention was 92.8%, including retained month-to-month tenants. Seniors housing occupancy improved across the disclosed quarterly series, providing strong indirect demand evidence, and long master leases add commitment. The direct retention statistic covers a smaller business; no resident retention rate is inferred.

  • Margin resilience

    Second-quarter same-store revenue grew 9.2%, operating expenses increased more slowly, NOI grew 20.5% and the NOI margin rose from 29.1% to 32.1%. First-quarter results also show revenue outpacing expenses. These demonstrate current property-level resilience, partly from occupancy recovery, without proving full-cycle protection or a moat. Lease restructures temper extrapolation.

  • Pricing freedom

    Expense pass-throughs and contractual escalators protect lease economics, but long fixed terms constrain repricing and some increases depend on CPI or tenant revenues. Purchase options can limit upside. Resident pricing discretion is undisclosed, so the assessment is mixed and primarily grounded in landlord contracts.

Management56

  • Capital discipline

    First-half operating cash flow rose to $1.674 billion from $1.369 billion, normalized FFO per diluted share increased to $3.07 from $2.49, and executed credit repricing improved terms by 15 basis points. Against these outcomes, acquisition cash spending reached $6.320 billion, ATM issuance added 21.6 million shares and 2025 stock compensation expense was $1.6 billion. Funding and per-share progress are demonstrated, but recent acquisition returns after all economic costs remain insufficiently established.

  • Incentive alignment

    ECAP awards were approved and granted, with long redemption restrictions, performance conditions on half of target executive awards, positive-TSR safeguards and limits on issuance-driven market-capitalization credit. Substantial award expense, waived legacy service conditions and change-of-control acceleration offset these protections. Actual executive ownership is not established, and accounting vesting does not imply achieved performance or unrestricted redemption.

  • Execution

    Two quarterly same-store disclosures demonstrate rising occupancy, revenue and NOI, reinforced by stronger operating cash generation, per-share FFO growth and completed financing improvements. Execution is assessed from operating outcomes; attribution specifically to WBS is indirect, and same-store exclusions limit conclusions about recent acquisitions.

  • Governance

    An independent chair, independent standing committees, annual director elections, one-share-one-vote rights and actual meeting attendance support functioning oversight. Approval of costly awards, legacy service-condition waivers and acceleration provisions makes the overall assessment mixed. The supplied proxy does not establish the subsequent 2026 advisory vote outcome.

Sources and methodology

Current publication · Updated 19/10/2026 · Version 6

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. 2/6 · 19/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Master leases provide contractual protection and the proprietary platform has external adoption, but neither establishes difficult-to-replicate competitive economics across the dominant business. The position remains uncertain.

durability · — · Long lease terms evidence contractual duration, while data accumulation could reinforce capabilities. The passages do not establish sustained competitive superiority or durable excess returns.

customer dependency · — · Bundled lease rights and outpatient retention demonstrate some commitment, but dependency and differentiated switching friction in the dominant resident-services business remain unestablished.

erosion resilience · — · Improving same-store outcomes demonstrate current operating strength. They do not establish that a competitive advantage survives imitation, local competition, capital-market changes or a full operating cycle.

Pricing power63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Twenty-six triple-net leases received a weighted-average 4.4% rental increase in first-half 2026. Second-quarter seniors housing same-store revenue increased 9.2% while occupancy rose from 86.1% to 89.4%, supporting favorable realization beyond occupancy alone. Rates, services and resident mix are not separately identified, limiting the company-wide conclusion.

retention · 3/4 · Outpatient medical trailing-twelve-month retention was 92.8%, including retained month-to-month tenants. Seniors housing occupancy improved across the disclosed quarterly series, providing strong indirect demand evidence, and long master leases add commitment. The direct retention statistic covers a smaller business; no resident retention rate is inferred.

margin resilience · 3/4 · Second-quarter same-store revenue grew 9.2%, operating expenses increased more slowly, NOI grew 20.5% and the NOI margin rose from 29.1% to 32.1%. First-quarter results also show revenue outpacing expenses. These demonstrate current property-level resilience, partly from occupancy recovery, without proving full-cycle protection or a moat. Lease restructures temper extrapolation.

contractual freedom · 2/4 · Expense pass-throughs and contractual escalators protect lease economics, but long fixed terms constrain repricing and some increases depend on CPI or tenant revenues. Purchase options can limit upside. Resident pricing discretion is undisclosed, so the assessment is mixed and primarily grounded in landlord contracts.

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 · First-half operating cash flow rose to $1.674 billion from $1.369 billion, normalized FFO per diluted share increased to $3.07 from $2.49, and executed credit repricing improved terms by 15 basis points. Against these outcomes, acquisition cash spending reached $6.320 billion, ATM issuance added 21.6 million shares and 2025 stock compensation expense was $1.6 billion. Funding and per-share progress are demonstrated, but recent acquisition returns after all economic costs remain insufficiently established.

incentive alignment · 2/4 · ECAP awards were approved and granted, with long redemption restrictions, performance conditions on half of target executive awards, positive-TSR safeguards and limits on issuance-driven market-capitalization credit. Substantial award expense, waived legacy service conditions and change-of-control acceleration offset these protections. Actual executive ownership is not established, and accounting vesting does not imply achieved performance or unrestricted redemption.

execution · 3/4 · Two quarterly same-store disclosures demonstrate rising occupancy, revenue and NOI, reinforced by stronger operating cash generation, per-share FFO growth and completed financing improvements. Execution is assessed from operating outcomes; attribution specifically to WBS is indirect, and same-store exclusions limit conclusions about recent acquisitions.

governance · 2/4 · An independent chair, independent standing committees, annual director elections, one-share-one-vote rights and actual meeting attendance support functioning oversight. Approval of costly awards, legacy service-condition waivers and acceleration provisions makes the overall assessment mixed. The supplied proxy does not establish the subsequent 2026 advisory vote outcome.

Evidence

Our Triple-net properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases.

Business / Triple-net operating-cost obligations · Filed 12/02/2026

The leases generally have a fixed contractual term of 10 to 20 years and contain one or more five to 15-year renewal options.

Business / Triple-net lease terms and renewal options · Filed 12/02/2026

At December 31, 2025, approximately 96.9% of our triple-net properties were subject to master leases.

Business / Master-lease portfolio coverage · 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 purchase and renewal rights · 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 limits on collections and remedies · Filed 12/02/2026

Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value if the options were to be exercised.

Business / Purchase options below full market value · Filed 12/02/2026

Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms.

Risk Factors / Renewal concessions and less favorable terms · Filed 12/02/2026

For the six months ended June 30, 2026, resident fees and services and rental income represented 84% and 13% of total revenues, respectively.

MD&A / First-half 2026 revenue composition · Filed 28/07/2026

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 / Portfolio data and claimed analytical advantages · Filed 12/02/2026

Our data science team, led by doctorate-level statisticians and mathematicians is focused on building and refining proprietary statistical models and algorithms to project financial performance, predict lease-up and occupancy trends, identify specific locations by product type and assess targeted supply-demand dynamics.

Business / Proprietary statistical models and algorithms · Filed 12/02/2026

As our properties continuously produce new data and we acquire more properties, the data science platform scales and becomes more precise in its predictive analytics and has enabled us to conduct broad and deep analysis across our focus markets.

Business / Claimed improvement in predictive analytics · Filed 12/02/2026

WBS is intended to support our operating partners through process standardization, shared services and data and technology enablement, centralizing certain repeatable activities that can be performed more efficiently at scale.

Business / Intended WBS scale efficiencies · Filed 12/02/2026

Implementation is phased and conducted in collaboration with our operating partners, and we monitor adoption and effectiveness through standardized KPIs and reporting routines.

Business / Phased WBS implementation · Filed 12/02/2026

•Expanded our capital light revenue opportunities through the licensing of our data science platform to Public Storage and a preeminent global private equity real estate firm Capital Activity and Liquidity Liquidity Update Net debt to consolidated enterprise value decreased to 8.8% as of March 31, 2026 from 10.8% as of December 31, 2025.

Capital Activity and Liquidity / External data-platform licensing · Filed 28/04/2026

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.

Competition / Local resident choice and competitive factors · 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 competing capital resources · Filed 12/02/2026

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%.

MD&A / Realized first-half 2026 triple-net rental increases · Filed 28/07/2026

Same Store Performance(2) 2Q25 3Q25 4Q25 1Q26 2Q26 Properties 980 980 980 980 980 Units 112,409 112,411 112,415 112,365 112,241 Occupancy 86.1 % 87.6 % 88.6 % 88.8 % 89.4 % Same store revenues $ 1,668,269 $ 1,711,179 $ 1,741,974 $ 1,786,385 $ 1,820,945 Compensation 699,255 711,505 723,987 721,267 730,982 Utilities 68,322 78,157 75,106 83,159 71,897 Food 66,778 68,536 70,975 66,948 68,931 Repairs and maintenance 44,975 48,104 47,376 47,479 47,578 Property taxes 56,277 56,158 52,557 57,615 56,968 All other 247,359 248,281 256,089 255,620 259,819 Same store operating expenses 1,182,966 1,210,741 1,226,090 1,232,088 1,236,175 Same store NOI $ 485,303 $ 500,438 $ 515,884 $ 554,297 $ 584,770 Same store NOI margin % 29.1 % 29.2 % 29.6 % 31.0 % 32.1 % Year over year NOI growth rate 20.5 % Year over year revenue growth rate 9.2 % Partners(3) Properties Pro Rata Units Welltower Ownership %(4) Top Markets 2Q26 NOI % of Total Cogir Senior Living 181 27,389 94.7 % Greater London $ 52,431 6.0 % Care UK 168 10,780 100.0 % Southern California 52,127 6.0 % Oakmont Management Group 77 7,789 100.0 % Northern California 47,800 5.5 % Barchester 114 7,006 100.0 % New York / New Jersey 29,925 3.4 % Sunrise Senior Living 71 6,460 90.8 % Dallas 27,978 3.2 % StoryPoint Senior Living 136 13,343 91.4 % Montréal 24,812 2.8 % Amica Senior Lifestyles 33 4,914 100.0 % Toronto 24,190 2.8 % HC-One 611,282 98,632 1,256,089 70.5 % $ 609,584 $ 122,752 $ 727,061 $ 320,716 $ 1,780,113 100.0 % Weighted Avg Maturity Years 17 12 17 8 15 Notes: (1) Represents trailing twelve month coverage metrics as of March 31, 2026 for stable portfolio only.

Seniors Housing Operating / Same-store quarterly performance · Filed 27/07/2026

Same Store Performance(2) 1Q25 2Q25 3Q25 4Q25 1Q26 Properties 921 921 921 921 921 Units 104,508 104,523 104,522 104,525 104,484 Occupancy 85.3 % 86.4 % 87.9 % 88.9 % 89.0 % Same store revenues $ 1,572,867 $ 1,611,726 $ 1,652,555 $ 1,680,617 $ 1,722,576 Compensation 668,246 677,882 689,648 701,603 698,682 Utilities 77,066 64,899 74,637 71,067 78,661 Food 61,729 64,375 66,019 68,450 64,596 Repairs and maintenance 42,473 42,841 45,786 45,310 45,498 Property taxes 52,905 53,030 53,250 49,234 54,611 All other 234,789 240,323 240,550 248,522 248,711 Same store operating expenses 1,137,208 1,143,350 1,169,890 1,184,186 1,190,759 Same store NOI $ 435,659 $ 468,376 $ 482,665 $ 496,431 $ 531,817 Same store NOI margin % 27.7 % 29.1 % 29.2 % 29.5 % 30.9 % Year over year NOI growth rate 22.1 % Year over year revenue growth rate 9.5 % Partners(3) Properties Pro Rata Units Welltower Ownership %(4) Top Markets 1Q26 NOI % of Total Cogir Senior Living 180 27,246 94.3 % Greater London $ 53,982 6.9 % Care UK 170 10,938 100.0 % Southern California 49,692 6.4 % Sunrise Senior Living 85 7,767 90.7 % Northern California 39,704 5.1 % Barchester 111 6,814 100.0 % New York / New Jersey 27,667 3.5 % Oakmont Management Group 72 7,099 100.0 % Dallas 26,701 3.4 % StoryPoint Senior Living 117 11,927 94.2 % Montreal 23,568 3.0 % HC-One 215 12,348 100.0 % Washington D.C.

Seniors Housing Operating / First-quarter same-store performance · Filed 28/04/2026

(dollars in thousands at Welltower pro rata ownership) In-Place NOI Diversification(1) By Partner: Total Properties Seniors Housing Operating Long-Term/ Post-Acute Care 264 237,988 263,480 501,468 10.3 416,724 416,724 Avir Health Group 173 297,176 297,176 248,860 248,860 5.1 244,068 244,068 5.0 237,068 237,068 4.9 208,696 208,696 4.3 Avery Healthcare 108,584 79,092 187,676 3.9 148,176 148,176 3.0 214 140,744 140,744 Remaining 1,255 1,412,064 281,324 116,848 424,776 2,235,012 45.9 2,667 3,402,972 623,896 116,848 721,952 4,865,668 By Country: 1,708 2,190,560 238,860 116,848 721,952 3,268,220 67.2 795 768,172 385,036 1,153,208 23.7 Health system affiliated properties as % of NOI(3) 99.7 UnitedHealth 15,494 12.6 Health system affiliated tenants as % of rental income(3) 93.5 Atrium Health 10,662 8.7 Investment grade tenants as % of rental income(3) Norman Regional Health 6,879 5.6 Retention (trailing twelve months)(3) 92.8 Baylor Scott & White Health 2,260 1.8 Average remaining lease term (years)(3) 11.8 Remaining portfolio 13,026 10.7 Average building size (square feet)(3) 75,866 Average age (years) Expirations(3) 2027 2028 2029 2030 Thereafter Occupied square feet 62,482 60,858 127,940 187,499 258,280 3,321,663 % of occupied square feet 1.6 1.5 6.4 82.6 (1) Properties, square feet, occupancy and cap-ex exclude land parcels, properties under development/redevelopment and nonoperational properties.

Outpatient Medical / Retention and remaining lease term · Filed 27/07/2026

Retention includes month-to-month tenants retained.

Outpatient Medical / Retention definition · Filed 27/07/2026

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.

MD&A / CPI- and tenant-revenue-linked rent escalators · Filed 28/07/2026

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.

MD&A / Conditions limiting contingent rent growth · Filed 28/07/2026

Adjustments to reconcile net income (loss) to net cash provided from (used in) operating activities: Other amortization expenses 20,764 27,888 Stock-based compensation expense 35,350 32,762 Rental income less than (in excess of) cash received (165,387) (92,647) Amortization related to above (below) market leases, net (441) (809) Distributions by unconsolidated entities 11,476 12,020 Increase (decrease) in accrued expenses and other liabilities (191,728) (89,081) Decrease (increase) in receivables and other assets (150,054) (75,127) Net cash provided from (used in) operating activities 1,673,639 1,368,992 Investing activities: Cash disbursed for acquisitions, net of cash acquired (6,320,151) (2,936,818) Cash disbursed for capital improvements to existing properties (589,126) (473,229) Cash disbursed for construction in progress (166,916) (238,561) Capitalized interest (17,300) (20,173) Investment in loans receivable (1,876,185) (40,244) Principal collected on loans receivable 827,881 162,039 Other investments, net of payments (16,115) (65,227) Contributions to unconsolidated entities

Cash flows / Operating cash generation and acquisition spending · Filed 28/07/2026

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.

Note 14 / Common-stock issuance and ATM financing · Filed 28/07/2026

•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.

Capital / Executed credit-facility repricing and maturity extension · 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 critical audit matter / Recognized stock-compensation expense · Filed 12/02/2026

During the fourth quarter of 2025, the Board approved the 10-Year Executive Continuity and Alignment Program (the “10-Year ECAP”) and granted awards of LTIP Units of Welltower OP (“LTIP Units”) to named executive officers and executive vice presidents.

Note 15 / ECAP approval and actual award grants · Filed 28/07/2026

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).

Note 15 / Accounting vesting and continuing award restrictions · Filed 28/07/2026

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 and Analysis / Adopted ECAP design · Filed 10/04/2026

For purposes of determining the number of outstanding shares of Welltower common stock as of any particular trading day, shares that are attributable to new issuances under Welltower’s at-the-market offering (“ATM”) program will be limited, with the intention that at least 50% of any increase in daily market capitalization that counts toward achievement of the market capitalization milestones be attributable to share price appreciation over the Performance Period.

Compensation Discussion and Analysis / Limits on ATM issuance credit · Filed 10/04/2026

Finally, upon a change in corporate control (generally, as defined in the 2022 Plan), the NEOs’ 10-Year LTIP Unit Awards will become immediately redeemable for shares of Welltower’s common stock (subject to the requirement that sufficient shares of Welltower common stock be available under the 2022 Plan or successor shareholder-approved equity incentive plan at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, based on actual performance through the date of the change in corporate control (with market capitalization milestones proportionately reduced to reflect the period of time through the date of the change in corporate control, and subject to the requirement that the Positive TSR Condition be met at such time).

Compensation Discussion and Analysis / Change-of-control redemption acceleration · 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.

Compensation Discussion and Analysis / Waived legacy service conditions · Filed 10/04/2026

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.

Corporate Governance Highlights / Voting rights and independent oversight · Filed 10/04/2026

The Board met 15 times during the year ended December 31, 2025.

Corporate Governance / Actual 2025 Board meetings · 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 director meeting attendance · Filed 10/04/2026

stockholders' equity 46,414,348 35,900,526 1,024,686 362,588 Total equity 47,439,034 36,263,114 Total liabilities and equity 69,875,180 55,833,495 Page 5 of 11 Consolidated Statements of Income (unaudited) Revenues: Resident fees and services 2,984,891 1,971,044 5,765,822 3,835,574 Rental income 459,740 483,040 913,582 944,607 Interest income 77,369 62,057 148,298 124,547 Other income 22,586 32,103 68,810 66,603 Total revenues 3,544,586 2,548,244 6,896,512 4,971,331 2,150,123 1,514,711 4,205,543 2,977,101 1,360,516 980,905 374,629 286,119 134,960 127,933 Per diluted share data attributable to common stockholders: Net income (loss)(4) 0.61 0.45 1.63 NAREIT FFO 1.56 1.24 2.92 2.41 Normalized FFO 1.60 1.28 3.07 2.49 Normalized FFO Payout Ratio: Dividends per common share 0.74 0.67 1.48 1.34 Normalized FFO attributable to common stockholders per share 1.60 1.28 3.07 2.49 Normalized FFO payout ratio Other items:(5)

Financial Exhibits / First-half 2026 per-share FFO results · Filed 27/07/2026

(5) Represents normalizing adjustment related to lease restructures with one Seniors Housing Triple-net lease and three Long-Term/Post-Acute Care leases.

SSNOI reconciliation notes / Actual lease restructures · Filed 27/07/2026

Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI: QTD Pool YTD Pool SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total Consolidated properties 1,869 829 54 2,752 1,869 829 54 2,752 Unconsolidated properties 125 — 73 198 125 — 73 198 Total properties 1,994 829 127 2,950 1,994 829 127 2,950 Recent acquisitions/development conversions(1) (636) (320) (4) (960) (756) (379) (7) (1,142) Under development (41) — — (41) (41) — — (41) Under redevelopment(2) (2) — — (2) (2) — — (2) Current held for sale (22) (2) (29) (53) (22) (2) (29) (53) Land parcels, loans and leased properties (171) (4) (5) (180) (171) (4) (5) (180) Transitions(3) (134) (3) — (137) (87) (3) — (90) Other(4) (8) (1) — (9) (8) (1) — (9) Same store properties 980 499 89 1,568 907 440 86 1,433 (1) Acquisitions and development conversions will enter the QTD Pool after five full quarters and YTD Pool after six full quarters from acquisition or certificate of occupancy.

MD&A / Same-store pool exclusions and reconciliation · Filed 28/07/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
619/10/2026uncertain
519/10/2026uncertain
418/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?