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WELLTOWER INC.

For the period ended May 21, 2026. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 10, 2026

Use the contents to explore the available documents and sections.

WELL$245.01-0.2%Stored close · as of Nov 6, 2026
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Proxy Statement Summary

WHO WE ARE

$129BMARKET CAPITALIZATION(1)S&P 500INDEX CONSTITUENT SINCE 20092,900 PROPERTIESin the U.S.,U.K., and Canada(1)
(1) As of 12/31/2025
2025 Highlights
A-/A3INVESTMENT GRADEBALANCE SHEET1.5%DIVIDEND YIELD(as of 12/31/2025)$19.7BPRO RATA GROSS INVESTMENTS

Welltower Inc. (NYSE: WELL), a real estate investment trust (“REIT”) and S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom, and Canada. Our portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing and hospitality, creating vibrant communities for older adults.

Through our disciplined approach to capital allocation powered by our Data Science platform and superior results driven by the Welltower Business System—our end-to-end operating platform—we aspire to deliver long-term compounding of per share growth for our existing investors. To meet these objectives, we predominantly invest across seniors housing, wellness housing, and post-acute care communities and diversify our investment portfolio by property type, relationship, and geographic location.

4WELLTOWER • 2026 Proxy Statement

2025 BUSINESS HIGHLIGHTS

Welltower 2025 Financial Highlights

(1) Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures.

Total Shareholder Return vs. Industry Indices

WelltowerHealthcareRelativeRMZRelativeS&PRelativeNasdaqRelative
REITsResultsIndexResults500ResultsResults
(A)(B)(A)-(B)(C)(A)-(C)(D)(A)-(D)(E)(A)-(E)
Average Annual Gain(1)28.5%3.2%25.3%7.0%22.0%16.2%12.3%15.9%12.6%
Overall Gain(1)249.9%17.0%232.9%40.4%209.5%112.1%137.8%109.1%140.8%
(1) Five years ending October 5, 2025.

2021-2025 Share Price Performance

228.2%Total Shareholder Return (“TSR”) Since 2021

WELLTOWER • 2026 Proxy Statement5
~$100 billion in shareholder value created from 2021-2025Highest amongst all S&P 500 REITsHighest amongst all MSCI REITs228.2% 2021-2025 Cumulative TSRSecond 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 IndexWELL 2025 outperformance vs MSCI US REIT IndexThird 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. and U.K. and disposition of lower growth outpatient medical properties

Announced the next era of our journey, “Welltower 3.0,” underscoring our goal to modernize the seniors housing sector through our end-to-end operating platform with a reimagined customer journey and technology ecosystem, which includes the hiring of Jeff Stott, formerly with Extra Space Storage, as our Chief Technology Officer

Deepened economic alignment between our shareholders and key operating partners via the introduction of RIDEA 6.0 contracts and creation of the Welltower Charles T. Munger Grant Program ($10 million annually) to honor the memory of Charles T. Munger and provide direct financial recognition to front-line staff at our best performing seniors housing communities

Announced our foray into the capital light, private funds management business with the launch of our first seniors housing investment fund, Seniors Housing Fund I LP (the “Fund”). In the fourth quarter of 2025, we closed the Fund with approximately $2.5 billion of total equity commitments, which includes commitments from eight global, third-party institutional LPs. Additionally, in the fourth quarter of 2025, we launched our second fund, Seniors Housing Debt Fund I LP

Balance Sheet

Reported Net Debt to Adjusted EBITDA of 3.03x(1) and approximately $10.2 billion of available liquidity inclusive of $5.2 billion of available cash and restricted cash and full capacity under our $5.0 billion line of credit

Continued to utilize a broad array of financing sources through our issuances in June and August 2025 of $1.0 billion of 4.5% senior unsecured notes maturing in 2030 and $1.25 billion of 5.125% senior unsecured notes maturing in 2035

Extinguished approximately $347 million of secured debt at a blended average interest rate of 5.16%

Issued approximately $5 million of secured debt at a blended average interest rate of 3.89% and assumed $469 million of secured debt at a blended average interest rate of 4.45%

Efficiently issued approximately 56.1 million shares of our common stock under our ATM programs, generating gross proceeds of approximately $8.9 billion

S&P Global Ratings and Moody’s Investors Service, Inc. raised their credit ratings related to Welltower to “A-” with a stable outlook and to “A3” with a stable outlook, respectively

(1) Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures.

6WELLTOWER • 2026 Proxy Statement

Corporate

Welltower has outperformed all major indices over the past five years by substantial margins. Welltower is now the largest global REIT as defined by market capitalization, comprising approximately 9.7% of the MSCI US REIT Index (which consisted of 117 public REITs) as of October 5, 2025 and approximately 10.8% of the MSCI US REIT Index (which consisted of 110 public REITs) as of December 31, 2025

The Board of Directors approved a 10.4% increase in the quarterly dividend per share, reflecting solid financial performance and the Board’s confidence in the durability of outsized levels of cash flow growth. The dividend is further supported by a low payout ratio and low-levered balance sheet

Sustainability

Achieved GRESB Green Star status for the fifth consecutive year, earning 29 out of 30 possible points in the Management component

Recognized for industry-leading governance practices, including #1 ranking from Green Street Advisors for Corporate Governance amongst all US REITs

Maintained top 30% (3rd decile) ISS Quality Score ranking for each Environment and Social indicator

Preserved Prime status under the ISS-ESG Corporate Rating for the seventh consecutive year

Awarded Sustainalytics “Low Risk” rating of 11.5 (Low Risk = between 10 and 20)

Welltower 3.0 and our 10-Year Executive Continuity and Alignment Program (the “10-Year ECAP”)

On October 27, 2025, our Board announced the launch of Welltower 3.0, a new era focused on accelerating Welltower Business System-driven operational and technology transformation. This phase involves an “all-in” commitment by Welltower to drive operational and technological transformation across its seniors housing portfolio in coordination with its deeply aligned operating partners to meaningfully improve the experience of residents and their families, as well as that of site-level employees.

In connection with the launch of Welltower 3.0, on October 27, 2025, our Board announced the 10-Year ECAP, a comprehensive long-term incentive vehicle for our named executive officers (“NEOs”) that replaces virtually all other forms of NEO compensation from 2026 through 2035, thereby focusing compensation for our NEOs almost entirely on multi-year outcomes, and tying compensation to the creation of shareholder value. Our Compensation Committee and the independent members of the Board undertook a months-long intensive process, informed by insights from their independent compensation consultants and legal advisors, to develop and implement this first-in-class executive compensation program to secure Welltower’s key human capital resources for the next decade. The 10-Year ECAP is discussed in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Key Features of the 10-Year ECAP

The 10-Year ECAP is designed to align realized executive pay with sustained, multi-year value creation for shareholders and secure the services of the Company’s NEOs for the next decade.

Base Salary$110,000 per year through 2035
Annual IncentiveNo Annual Cash or Equity Incentives
Long-term Incentives · 2026 · 2027 · 2028 · 2029 · 2030 · 2031 · 2032 · 2033 · 2034 · 2035
Performance PeriodHolding/Redemption Period(1)
Performance-Based LTIP Units · Relative TSR Performance Condition · Target: 240bps above benchmarks · Earned Performance-Based LTIP Units:
Market Cap Performance ConditionHurdles between +$10B and +$100B increase in Market Cap20%40%60%80%100%
Time-Based LTIP Units20%40%60%80%100%
(1) Time-Based LTIP Units and Earned Performance-Based LTIP Units become redeemable for shares of Welltower’s common stock monthly beginning October 31, 2030 through September 30, 2035.
WELLTOWER • 2026 Proxy Statement7
Key Features:10-Year ECAP Summary:
Objectives:•Align all NEOs’ interests with the Company’s shareholders for the next decade•Reward all NEOs in direct alignment with shareholder value creation and superior relative performance•Ensure retention of proven NEO team which has delivered unprecedented growth
Eligible Participants:•Covers all NEOs
Compensation Structure:•10-Year ECAP awards replace annual cash and equity compensation (other than annual base salary of $110,000/year) from 2026 until 2035
Pay Mix:•Balance of performance-based and time-based awards
Long-Term Retention Period:•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
Performance Metrics:•Balance of performance goals between market capitalization (with absolute TSR modifier) and relative TSR •5-year performance period: October 6, 2025 to October 5, 2030 •Potential to earn performance-based equity is capped at an implied value of $350/share •Equal split between Incremental Market Cap and Relative TSR performance metrics; Market Cap metric is subject to an absolute TSR cap modifier
Key Termination Provisions:•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
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