WELLTOWER INC.

Note: The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share data)

(1) Includes amounts attributable to redeemable noncontrolling interests.

(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

1. Business

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 seniors and wellness housing communities at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults.

We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to “Welltower” or the “Company” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us” and “our” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower’s weighted average ownership in Welltower OP was 98.174% for the nine months ended September 30, 2026. As of September 30, 2026, Welltower owned 98.168% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 1.832% of outstanding units. We adjust the noncontrolling members’ interest at the end of each period to reflect their interest in the net assets of Welltower OP.

2. Accounting Policies and Related Matters

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2026 are not necessarily an indication of the results that may be expected for the year ending December 31, 2026. Unless otherwise indicated, references to “$” are to U.S. dollars and references to “C$” are to Canadian dollars. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

New Accounting Standards

In 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. We are currently evaluating the potential impact of adopting this new standard on our consolidated financial statements and disclosures.

3. Real Property Acquisitions and Development

The total purchase price for all properties acquired through asset acquisitions is allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. For properties acquired through business combinations, assets acquired, liabilities assumed and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Acquired lease intangibles primarily relate to assets in our Seniors Housing Operating portfolio and generally have amortization periods ofone totwo years.

Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs directly related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Transaction costs related to business combinations are expensed as incurred.

Our acquisitions of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties which could result in incremental payments in the future. Our policy is to recognize such contingent consideration with respect to asset acquisitions when the contingency is resolved and the consideration becomes payable. Contingent consideration with respect to business combinations is included in purchase consideration based on the initial estimated fair value. These amounts are included within the total net real estate assets and total liabilities sections of the table below.

The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments.

The following is a summary of our real property investment activity by segment for the periods presented (in thousands):

(1)Excludes $7,379,000 and $5,239,000 of unrestricted and restricted cash acquired during the nine months ended September 30, 2026 and 2025, respectively.

(2)For the nine months ended September 30, 2026, relates to the acquisition of assets previously recognized as investments in unconsolidated entities, the reclassification oftwo properties from sales-type lease to operating lease (see Note 6 for further details), deferred consideration and exchangeable units issued in conjunction with the Amica Senior Lifestyles acquisition (see below), the issuance of OP units, and the settlement of an existing real estate loan receivable. For the nine months ended September 30, 2025, relates to the acquisition of assets previously recognized as investments in unconsolidated entities, the re-issuance of Welltower Inc. treasury shares, the issuance of Welltower Inc. Class A stock, acquired assets classified as held for sale and sold contemporaneously with the acquisition, and deferred consideration in lieu of cash consideration.

(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.

Amica Senior Lifestyles Acquisition

On April 1, 2026, we acquired a Canadian portfolio of 34 seniors housing communities and interests infour unconsolidated properties for a total purchase price of $2,951,181,000. The portfolio was funded with cash on hand, the assumption of $408,623,000 of secured debt and $27,589,000 of exchangeable partnership units that can be converted into Welltower common shares. The portfolio is included in our Seniors Housing Operating segment and is operated by Amica Senior Lifestyles (“Amica”). On July 2, 2026, we closed on the acquisition offour properties and an interest inone unconsolidated property, all of which are currently under development, for a purchase price of $433 million. The transactions were accounted for as asset acquisitions.

Barchester Healthcare Acquisition

During October 2025, in a series of transactions, we acquired all of the shares of Mint UK Bidco LLC (“Barchester”). The acquired portfolio consists of 111 properties in the U.K. held in a RIDEA structure managed by Barchester Healthcare and reported in our Seniors Housing Operating segment,150 properties subject to a triple-net lease with Barchester Healthcare and reported in our Triple-net segment, and 21 properties under development which will also be managed by Barchester Healthcare in a RIDEA structure following development completion. Total consideration for the transaction, net of cash acquired, was $6,851,721,000, which included non-cash consideration of $1,544,747,000 primarily related to OP Units delivered in exchange for the contribution of the shares of the acquired entity.

The transaction was accounted for as a business combination. We finalized the valuation of the assets acquired and liabilities assumed as of September 30, 2026. During the nine months ended September 30, 2026, we recorded immaterial measurement period adjustments primarily related to our review of tangible and intangible assets acquired and their related tax basis, and the finalization of our review of certain net working capital assets acquired and liabilities assumed. Please refer to Note 3 of the notes to the consolidated financial statements within our 2025 Annual Report on Form 10-K for additional information related to the Barchester acquisition.

Operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $740,384,000 of total revenue from such operations during the nine months ended September 30, 2026.

HC-One Group Acquisition

On October 24, 2025, we acquired all of the shares of HC-One Topco Limited (“HC-One”) via a share purchase agreement. HC-One operated 282 seniors housing properties in the U.K. including owned properties and leasehold interests. The acquired properties are reported within our Seniors Housing Operating segment. Since the transaction closed, we have transitioned management of 89 properties to other operators. Total consideration for the transaction, net of cash acquired, was $1,646,860,000, which included $908,605,000 related to the settlement of existing contractual arrangements between us and HC-One and was primarily attributable to the settlement of our existing real estate loan receivable of $882,326,000, as well as the settlement of equity warrants and an equity interest previously held by us and resulted in reduced cash consideration.

The transaction was accounted for as a business combination. We finalized the valuation of the assets acquired and liabilities assumed as of September 30, 2026. During the nine months ended September 30, 2026, we recorded immaterial measurement period adjustments, which were primarily related to the finalization of our review of certain net working capital assets acquired and liabilities assumed. Please refer to Note 3 of the notes to the consolidated financial statements within our 2025 Annual Report on Form 10-K for additional information related to the HC-One acquisition.

Operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $899,856,000 of total revenue from such operations during the nine months ended September 30, 2026.

Pro Forma Financial Information

The following unaudited pro forma financial information presents consolidated financial information as if the Barchester and HC-One transactions occurred on January 1, 2025. In the opinion of management, all significant necessary adjustments to reflect the effect of the transactions have been made. The following pro forma information is not indicative of future operations (in thousands):

Pro forma net income attributable to common stockholders and net income attributable to common stockholders per diluted share are impacted by the acquired lease intangibles that have a weighted average amortization period oftwo years.

Triple-net Acquisitions

Throughout 2025, we acquired 130 skilled nursing facilities for a total purchase price of $2,465,527,000, which included $1,946,395,000 of cash consideration and $519,132,000 of common stock consideration. The acquired properties were leased either to Avir Health Group or Aviata Health Group under long-term triple-net leases. During the nine months ended September 30, 2026, we acquired an additional 78 skilled nursing facilities for total cash consideration of $1,764,671,000. The acquired properties were leased to Avir Health Group under long-term triple-net leases.

Subsequent Acquisition Activity

In October 2026, we announced that we have closed or expect to close approximately $7 billion of seniors housing acquisitions through the end of the year. These acquisitions include a Canadian portfolio of 27 properties for a purchase price of C$2.2 billion, which closed on October 1, 2026. The acquisition, which will be reported in our Seniors Housing Operating segment, was funded through the assumption of C$639 million of secured debt, with the remainder funded with cash on hand. In addition, included in our announced investment activity is a 62 property portfolio in the United States that we are under contract to acquire for approximately $2.6 billion. The transaction is expected to be funded with cash and OP unit issuances in the fourth quarter. The portfolio will be leased to a tenant under a long term triple-net master lease. Expected acquisitions not yet closed are subject to customary closing conditions and regulatory approvals.

Development Projects Placed Into Service

The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):

4. Intangible Assets and Goodwill

The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (in thousands):

The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):

Goodwill

The change in the carrying amount of goodwill by reportable segment is as follows (in thousands):

5. Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g., property type, relationship or geography). We classify a real estate property as held for sale when (i) the disposal has been approved by those within the organization with the appropriate level of authority, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. As part of this process, we also consider whether these disposal transactions constitute a strategic shift that has a major effect on our operations and financial results and represent a discontinued operation.

At September 30, 2026,22 Seniors Housing Operating properties,32 Triple-net properties andfour Outpatient Medical properties, with an aggregate real estate balance of $306,776,000, were classified as held for sale. Expected gross sales proceeds from these held for sale properties total approximately $717,392,000.

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized. Properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value. During the nine months ended September 30, 2026, we recorded impairment charges of $64,052,000 related to 17 Seniors Housing Operating properties, two Triple-net properties andsix Outpatient Medical properties. During the nine months ended September 30, 2025, we recorded $75,359,000 of impairment charges related tonine Seniors Housing Operating properties andsix Triple-net properties.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of September 30, 2026 of $(20,156,000) and $16,236,000 for the three and nine months ended September 30, 2026 and $92,534,000 and $213,786,000 for the same respective periods in 2025.

Outpatient Medical Portfolio Disposition

On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2 billion. Net proceeds are expected to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a mandatorily redeemable preferred interest investment recorded as a real estate loan receivable at fair value, accompanied by a profits interest. The disposition has and will continue to occur in tranches, and some properties are subject to rights of first refusal held by joint venture partners or ground lessors, which could result in separate sale transactions without a mandatorily redeemable preferred equity investment or an accompanying profits interest. The properties met the criteria to be classified as held for sale as of September 30, 2025 and we expect to recognize a gain on the sale of the total portfolio. We assessed this transaction and concluded that the disposal of Outpatient Medical properties does not constitute a strategic shift that has a major effect on our operations and financial results.

During the nine months ended September 30, 2026, we disposed of 74 properties related to the definitive agreement, with an aggregate gain on real estate dispositions of $591,031,000. Total sales price related to these properties was $1,812,300,000, which included non-cash consideration of $156,138,000 representing the initial fair value of the mandatorily redeemable preferred interest investment retained. Through September 30, 2026, we have disposed of 315 properties related to the definitive agreement.

The following is a summary of our real property disposition activity for the periods presented (in thousands):

(1)The nine months ended September 30, 2026 includes the disposition ofthree unconsolidated equity method investments that collectively owned 22 Outpatient Medical properties. The nine months ended September 30, 2025 includes the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. See disclosure below for further information.

(2) The nine months ended September 30, 2026 include $444,773,000 related to 28 properties classified as sales-type leases as of December 31, 2025 for which the underlying properties were sold and the sales-type leases terminated. The nine months ended September 30, 2025 include $172,260,000 related tofour properties classified as sales-type leases as of December 31, 2024 for which the underlying properties were sold and the sales-type leases terminated.

(3) The nine months ended September 30, 2026 exclude the net loss recognized in conjunction with the initial consolidation of variable interest entities and include a $3,059,000 loss for 28 properties classified as sales-type leases as of December 31, 2025 which were sold in 2026. The nine months ended September 30, 2025 include a $2,523,000 gain recognized forfour properties classified as sales-type leases as of December 31, 2024 which were sold in 2025.

(4)Non-cash consideration for the nine months ended September 30, 2026 relates primarily to the retained preferred interest for our Outpatient Medical portfolio disposition. Non-cash consideration for the nine months ended September 30, 2025 includes the fair value of the equity method investment attributed to the 16 sold Chartwell properties, the value of our contribution often consolidated properties to the Fund (see Note 8 for further details) and the deferred consideration in lieu of cash consideration for the acquired assets classified as held for sale and sold contemporaneously with the related acquisition.

Strategic Dissolution of Chartwell Joint Ventures

During the quarter ended March 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell’s interest in 23 properties and the sale of our interest in 16 properties to Chartwell.

We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.

In conjunction with the transaction, operations for the 23 now wholly owned properties, along with operations fortwo other existing wholly-owned properties, transitioned to Cogir Senior Living (“Cogir”).

6. Leases

Lessee

We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term fromone to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities.

The components of lease expense were as follows for the periods presented (in thousands):

(1) Includes short-term leases which are immaterial.

Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands):

Lessor

Operating Leases

Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.

Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, typically include some form of operating expense reimbursement by the tenant. For the nine months ended September 30, 2026, we recognized $1,402,223,000 of rental income related to operating leases, of which $40,539,000 was for variable lease payments that primarily represent the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the nine months ended September 30, 2025, we recognized $1,444,082,000 of rental income related to operating leases, of which $167,865,000 was for variable lease payments.

For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606. Within that reportable segment, we also recognize revenue from residential wellness housing leases in accordance with ASC 842. The amount of revenue related to these leases was $721,234,000 and $589,289,000 for the nine months ended September 30, 2026 and 2025, respectively.

Sales-Type Leases

At December 31, 2025,30 properties leased to Integra Healthcare Properties (“Integra”) under a long-term master lease were classified as sales-type leases due to the expected exercise by the respective subtenants of purchase options related to these properties.

During the nine months ended September 30, 2026, an additional 11 properties leased to Integra were reclassified from operating to sales-type leases. In conjunction with this reclassification, a loss of $24,845,000 was recognized in gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. Additionally, we completed the sale of 39 properties for net proceeds of $575,691,000, which was recognized in proceeds from sales of real property in the Consolidated Statements of Cash Flows, and reclassifiedtwo properties from sales-type lease back to operating lease as a result of the exercise of the purchase option by the subtenant no longer being reasonably assured.

At December 31, 2024, four properties were classified as sales-type leases. During the three months ended March 31, 2025, these properties were sold and we recognized net proceeds of $174,824,000, which was included in proceeds from sales of real property in the Consolidated Statements of Cash Flows.

We recognized $8,077,000 and $2,111,000 ofinterest income related to investments in sales-type leases during the nine months ended September 30, 2026 and 2025, respectively.

7. Loans Receivable

Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans, which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment or pledge of the partnership interest in, the related properties, as well as corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based on the principal amount outstanding, subject to an evaluation of the risk of credit loss. Accrued interest receivable was $40,431,000 and $23,497,000 as of September 30, 2026 and December 31, 2025, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets.

The following is a summary of our loans receivable as of the dates indicated (in thousands):

The following is a summary of our loan activity for the periods presented (in thousands):

In March 2026, we providedtwo mortgage loans collateralized by a first mortgage lien in the aggregate principal amount of $895,000,000, each collateralized by a portfolio of skilled nursing facilities. The loans bear interest at 8% per annum.

The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors and nature, extent and value of the underlying collateral.

A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.

For the remaining loans, we generally assess credit loss on a collective pool basis and use our historical loss experience for similar loansand expectations of future performance of the borrowers to determine the reserve for credit losses. The following is a summary of our loans by credit loss category (in thousands):

(1) Interest recognized on loans classified as deteriorated loans as of the end of the respective reporting period was $4,045,000 and $11,652,000 for the three and nine months ended September 30, 2026, respectively.

During the year ended December 31, 2025, we reclassified the entirety of the secured notes receivable from Genesis to the deteriorated loan category following Genesis’s initiation of Chapter 11 bankruptcy proceedings. The carrying value of the outstanding notes as of September 30, 2026 is $129,164,000. The notes receivable were evaluated on an individual basis to determine the appropriateness of the allowance for credit losses, which included an estimate of collectability, collateral valuation and the anticipated recovery through the bankruptcy process. In October 2026, repayment was received in an amount that approximated carrying value.

The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the activity within the allowance for credit losses on loans receivable for the periods presented (in thousands):

8. Investments in Unconsolidated Entities

We participate in a number of joint ventures, which generally invest in seniors housing and healthcare real estate. Our share of the results of operations for these properties has been included in our consolidated results of operations from the date of acquisition by the joint ventures and is reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):

(1) Asof September 30, 2026 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate.

We own interests in certain entities that provide comprehensive property management services with respect to certain of our Seniors Housing Operating properties. We pay management fees to these entities based on management agreements, plus if applicable, positive or negative adjustments based on specified performance targets. We incurred fees of $30,941,000 and $86,274,000 for the three and nine months ended September 30, 2026, and $21,972,000 and $63,820,000 for the same periods in 2025, respectively. Management fees are reflected within property operating expenses within our Consolidated Statements of Comprehensive Income.

At September 30, 2026, the aggregate unamortized basis difference of our joint venture investments of $187,957,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.

We have made loans related to 21 properties as of September 30, 2026 for the development and construction of certain properties that have a carrying value of $765,981,000. We believe that such borrowers typically represent variable interest entities (“VIEs”) in accordance with ASC 810, “Consolidation.” VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on, among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower’s equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We are obligated to fund an additional $36,284,000 related to these investments.

In January 2025, we announced the formation of a private funds management business in conjunction with the launch of the Seniors Housing Fund I LP (the “Fund”). The Fund was formed with the intent to invest in U.S. seniors housing properties that are either stable or with a near-term path to stabilization. Welltower serves as the general partner and asset manager and has a limited partner interest in the Fund, which is unconsolidated due to certain rights held by third-party limited partners. Our unconsolidated investment balance in the Fund was $359,978,000 and $185,482,000 as of September 30, 2026 and December 31, 2025, respectively. The Fund investment and related income from operations is classified within our Seniors Housing Operating segment.

In January 2026, we announced the formation of our Seniors Housing Debt Fund (“Debt Fund”), which was formed to invest in seniors housing real estate-related mortgage loans and debt-like security portfolios within the U.S. Welltower serves as the general partner and asset manager and has a limited partner interest in the Debt Fund, which is unconsolidated due to certain rights held by third-party limited partners. As of September 30, 2026, our unconsolidated investment balance in the Debt Fund was $128,737,000. The Debt Fund investment and related income from operations is classified as Non-segment/Corporate.

9. Credit Concentration

We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the nine months ended September 30, 2026, excluding our share of NOI in unconsolidated entities (dollars in thousands):

(1) Cogir, Care UK and Oakmont Management Group are in our Seniors Housing Operating segment. Avir Health Group is in our Triple-net segment. Barchester is in both our Seniors Housing Operating and Triple-net segments.

(2) NOI with our top five relationships comprised 26% of total NOI for the year ended December 31, 2025.

10. Borrowings Under Credit Facilities and Commercial Paper Programs

At September 30, 2026, we had a primary unsecured credit facility with a consortium of 32 banks that included a $6,250,000,000 unsecured revolving credit facility. The unsecured revolving credit facility is comprised of a $2,000,000,000 tranche that matures on July 24, 2029 (none outstanding at September 30, 2026) and a $4,250,000,000 tranche that matures on March 6, 2030 (none outstanding at September 30, 2026). The unsecured revolving credit facility may be increased, subject to certain conditions and lender commitments, by up to an additional $1,250,000,000. The $4,250,000,000 tranche may be extended, at our option, fortwo successivesix-month periods. The primary unsecured credit facility also allows us to borrow up to $1,750,000,000 in alternative currencies (none outstanding at September 30, 2026). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate (“SOFR”) interest rate. Based on our current credit ratings and annual sustainability results, the applicable margin under the unsecured revolving credit facility was 0.675% over SOFR at September 30, 2026. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. This fee depends on our debt ratings and annual sustainability results and was 0.125% at September 30, 2026.

Under the terms of our U.S. dollar denominated commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $3,000,000,000. As of September 30, 2026, $760,000,000 of principal was outstanding under the program, reducing the available borrowing capacity under the unsecured revolving credit facility. At September 30, 2026, the notes outstanding under the program had a weighted-average interest rate of 4.13% and a weighted average remaining maturity ofone day.

In August 2026, we established a Canadian-dollar denominated commercial paper program. Under the terms of the program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 365 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of C$1,000,000,000. As of September 30, 2026, C$400,000,000 of principal was outstanding under the program, equivalent to $281,480,000 based on the period-end exchange rate. The notes had a carrying amount of $281,054,000, net of an unamortized discount of $426,000. The principal amount outstanding reduces the available borrowing capacity of the unsecured revolving credit facility. At September 30, 2026, the notes outstanding under the program had a weighted-average interest rate of 2.62% and a weighted average remaining maturity of 22 days.

The following information relates to aggregate principal activity and utilization under our unsecured revolving credit facility and commercial paper programs for the periods presented (in thousands):

11. Senior Unsecured Notes and Secured Debt

At September 30, 2026, the annual principal payments due on our debt obligations were as follows (in thousands):

(1) Annual interest rates range from 2.05% to 6.50%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.98% and 3.96% as of September 30, 2026 and September 30, 2025, respectively.

(2) Senior unsecured notes are generally issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The C$300,000,000 of 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.

(3) Annual interest rates range from 1.74% to 5.98%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 4.10% and 4.09% as of September 30, 2026 and September 30, 2025, respectively. Gross real property value of the properties securing the debt totaled $6,576,886,000 at September 30, 2026.

(4)Represents financing obligations related to sale-leaseback transactions acquired that did not qualify for sale accounting which include an aggregate effective interest rate of 5.53%.

(5)Includes C$2,747,615,000 of unsecured term loans (approximately $1,933,496,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2026). The term loans mature on April 9, 2027 and bear interest at adjusted Canadian Overnight Repo Rate Average plus 0.65% (2.93% at September 30, 2026).

(6) Includes C$300,000,000 of 2.95% senior unsecured notes due 2027 (approximately $211,110,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2026).

(7) Includes £550,000,000 of 4.80% senior unsecured notes due 2028 (approximately $729,630,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2026).

(8) Includes £500,000,000 of 4.50% senior unsecured notes due 2034 (approximately $663,300,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2026).

(9) Includes C$750,000,000 of 3.85% senior unsecured notes due 2031 (approximately $527,775,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2026).

(10) Includes C$400,000,000 of 4.15% senior unsecured notes due 2033 (approximately $281,480,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2026).

The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):

On June 30, 2026, we amended our C$2,747,615,000 unsecured term loans to extend the maturity date from October 9, 2026 to April 9, 2027 and reduce the applicable margin byfive basis points.

Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower’s ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.

We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior unsecured notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, subject to certain contractual restrictions, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Exchangeable Senior Unsecured Notes

In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.750% exchangeable senior unsecured notes maturing May 15, 2028 (the “2028 Exchangeable Notes”) unless earlier exchanged, purchased or redeemed. In July 2024, Welltower OP issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029 (the “2029 Exchangeable Notes”) unless earlier exchanged, purchased or redeemed. These notes are referred to collectively as the “Exchangeable Notes.”

The following is a summary of the outstanding exchangeable features:

(1)The exchange rate is subject to adjustment upon the occurrence of specified events, including in the event of the payment of a quarterly dividend in excess of a specified amount, but will not be adjusted for any accrued and unpaid interest. The amounts presented reflect the impact of the exchange rate adjustments resulting from the actual dividend rates paid.

Prior to the close of business on the business day immediately preceding the respective exchangeable dates noted in the table above, the Exchangeable Notes are exchangeable at the option of the holders only upon certain circumstances and during certain periods. On or after the respective exchangeable dates noted in the table above, the Exchangeable Notes will be exchangeable at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. Welltower OP will settle exchanges of the Exchangeable Notes by delivering cash up to the principal amount of the Exchangeable Notes exchanged and, in respect of the remainder of the exchanged value, if any, in excess thereof, cash or shares of Welltower’s common stock or a combination thereof, at the election of Welltower OP.

As of September 30, 2026, the Exchangeable Notes were exchangeable at the option of the holders. During the nine months ended September 30, 2026, holders of the 2028 Exchangeable Notes exchanged an aggregate principal amount of $614,749,000, which were settled for cash consideration. No 2029 Exchangeable Notes were presented for exchange during the nine months ended September 30, 2026.

Welltower OP may redeem the 2028 Exchangeable Notes and 2029 Exchangeable Notes, at its option in whole or in part, on any business day on or after May 20, 2026 and July 20, 2027, respectively, if the last reported sales price of the common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Welltower OP provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date. As of September 30, 2026, the 2028 Exchangeable Notes were redeemable by Welltower OP.

The following is a summary of the componentsof the outstanding Exchangeable Notes as of September 30, 2026 and December 31, 2025 (in thousands):

The following is a summary of our interest expense recognized related to the Exchangeable Notes for the periods presented (in thousands):

The following is a summary of our secured debt principal activity for the periods presented (in thousands):

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of September 30, 2026, we were in compliance in all material respects with all of the covenants under our debt agreements.

12. Derivative Instruments

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.

Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. This swap was terminated in January 2024 resulting in a loss of $59,555,000. As of September 30, 2026, the unamortized loss amount was $40,568,000. In January 2024, we entered into a $550,000,000 forward-starting fixed to floating swap which converts a portion of cash flows on our $750,000,000 2.8% senior unsecured notes to floating rate. The swap became effective in June 2025 and matures in December 2030. As of September 30, 2026, the carrying amount of the notes, exclusive of the hedge, was $745,400,000. The fair value of the swap as of September 30, 2026 was $25,790,000 and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income (“OCI”), are expected to be reclassified into earnings in the next 12 months.

Cash flows from derivatives accounted for as a fair value or cash flow hedge are classified in the same category as the cash flows from the items being hedged in the Consolidated Statements of Cash Flows.

Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges

We use foreign currency forward and cross currency swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.

During the nine months ended September 30, 2026 and 2025, we settled certain net investment hedges generating cash proceeds of $5,126,000 and necessitating cash payments of $3,359,000, respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated.

Cross Currency Swap Contracts Designated as Fair Value Hedges

We have entered into cross currency swaps to economically convert our British Pounds Sterling-denominated debt exposure into U.S. dollars and to mitigate the impact of foreign currency translation gains or losses. These swaps are designated as fair value hedges of changes in the fair value of the hedged debt attributable to changes in spot foreign exchange rates. We record the cross currency swaps at fair value in our Consolidated Balance Sheets as assets and liabilities. Changes in the fair value of the cross currency swaps attributable to changes in spot foreign exchange rates, along with the changes in the carrying value of the hedged debt due to changes in spot foreign exchange rates, are recorded in interest expense in the Consolidated Statements of Comprehensive Income and substantially offset each other.

Derivative Contracts Undesignated

We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures.

Equity Warrants

We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provided us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives. The warrants were classified within receivables and other assets on our Consolidated Balance Sheets and were measured at fair value with changes in fair value being recognized within loss (gain) on derivatives and financial instruments, net in our Consolidated Statements of

Comprehensive Income. Please refer to Note 3 for information related to consideration for the HC-One acquisition, which included the settlement of the outstanding warrants.

The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):

(1) At September 30, 2026, the maximum maturity date was July 25, 2033.

The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):

13. Commitments and Contingencies

At September 30, 2026, we had 36 outstanding letter of credit obligations totaling $67,895,000 and expiring between 2026 and 2027. At September 30, 2026, we had outstanding construction in progress of $1,239,412,000 and were committed to providing additional funds of approximately $701,878,000 to complete construction. Additionally, at September 30, 2026, we had outstanding investments classified as in substance real estate of $765,981,000 and were committed to provide additional funds of $36,284,000 (see Note 8 for additional information).

We have entered into put-call agreements with third parties in conjunction with certain development projects. Under these agreements, we can initiate a call right or the third party can initiate a put right upon certain conditions being met, which would result in the acquisition of the related property by us, for which we currently have no ownership interest. If all conditions had been met under these agreements as of September 30, 2026, and the put or call rights for each investment had been triggered, the amount payable by us to acquire these properties would have been $475,962,000.

14. Stockholders’ Equity

The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:

Common Stock

In July 2026, we entered into an equity distribution agreement whereby we can offer and sell up to $7,500,000,000 aggregate amount of our common stock, which replaced our prior equity distribution agreement dated October 28, 2025 (collectively, along with other previous agreements, referred to as the “ATM Programs”). The ATM Programs allows us to enter into forward sale agreements (none outstanding at September 30, 2026). As of September 30, 2026, we had $4,859,303,000 of remaining capacity under the ATM Program. During October 2026, we sold 1,622,950 shares of common stock under the ATM Program.

The following is a summary of our common stock issuances during the nine months ended September 30, 2026 and 2025 (in thousands, except shares and average price amounts):

(1) Relates to the re-issuance of treasury shares and issuance of common stock in lieu of cash consideration for the acquisition of real property. Please see Note 3 for additional information.

(2) Relates to shares of common stock issued in connection with a lease modification and extension.

Dividends

The following is a summary of our dividend payments (in thousands, except per share amounts):

On October 26, 2026, the Board of Directors declared a cash dividend for the quarter ended September 30, 2026 of $0.85 per share.

Accumulated Other Comprehensive Income

The following is a summary of accumulated other comprehensive income (loss) as of the dates presented (in thousands):

15. Stock Incentive Plans

In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan (“2022 Plan”), which initially authorized up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board. No further awards were granted under the 2016 Long-Term Incentive Plan after March 28, 2022; however, awards granted under the 2016 Long-Term Incentive Plan prior to March 28, 2022 continue to vest and options expireten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three tofive years with the options expiringten years from the date of grant. In April 2025, our Board of Directors adopted, subject to stockholder approval obtained in May 2025, an amendment to the 2022 Plan (the “Amended and Restated Plan”), primarily to increase the aggregate number of shares of common stock authorized for issuance by 10,000,000 shares, bringing the total of shares authorized under the plan to 20,000,000 shares.

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. LTIP Units granted under the 10-Year ECAP become redeemable or exchangeable for shares of our common stock subject to and following the lapse of certain restrictions on transferability, repurchase rights and clawback obligations and are classified as equity awards. 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). Incremental compensation cost is recognized over the ten-year period during which the related service conditions affecting restrictions on redemptions and transferability and market-conditions are satisfied. Please refer to our 2025 Annual Report on Form 10-K and 2026 Definitive Proxy Statement on Schedule 14A for additional information regarding the 10-Year ECAP.

The following table summarizes compensation expense recognized for the periods presented (in thousands):

16. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

17. Disclosure about Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy exists for disclosures of fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information. The three levels are defined below:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Investments in Sales-Type Leases — The fair value of sales-type leases is generally estimated by using Level 2 and Level 3 inputs to discount the estimated future cash flows of the lease using rates implicit in the lease, and an estimate of the unguaranteed residual value.

Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.

Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Programs — The carrying amount of the primary unsecured credit facility and commercial paper programs approximates fair value because the borrowings are interest rate adjustable.

Senior Unsecured Notes — The fair value of the senior unsecured notes payable is estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable.

Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable.

Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from Level 2 observable market data, including yield curves and foreign exchange rates.

Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT Unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount, in which case the redeemable DownREIT Unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.

The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):

Items Measured at Fair Value on a Recurring Basis

The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands):

(1)Please see Note 12 for additional information.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired, consolidated, exchanged or assumed (see Note 3 for acquisitions). Asset impairments (if applicable, see Note 5 for impairments of real property, Note 7 for impairments of loans receivable and Note 8 for impairments of investments in unconsolidated entities) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available and are generally Level 3 inputs. We estimate the fair value of real estate and related intangible assets acquired in asset acquisitions and business combinations using the income approach and unobservable data, such as net operating income, estimated capitalization and discount rates, which are Level 3 inputs. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions or business combinations using current interest rates at which similar borrowings could be obtained on the transaction date.

18. Segment Reporting

We invest in seniors housing and healthcare real estate. We evaluate our business and make resource allocations for ourthree operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include wellness housing, assisted living communities, independent living, continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof. Seniors Housing Operating properties that are deemed qualified healthcare properties are owned and operated through RIDEA structures (see Note 19). Our Triple-net properties include the property types described above as well as skilled nursing facilities. Under the Triple-net segment, we invest in seniors housing and healthcare real estate through acquisition of single tenant properties. Properties acquired are generally leased under triple-net leases and we are not involved in the management of the property. Prior to the Outpatient Medical Portfolio Disposition discussed in Note 5, our Outpatient Medical properties were typically leased to multiple tenants and generally required a certain level of property management. Our remaining consolidated Outpatient Medical portfolio, exclusive of held for sale properties, primarily consists of properties triple-net leased to healthcare providers.

We evaluate performance based on consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. The Chief Operating Decision Maker (“CODM”), who is our Vice Chairman & Chief Operating Officer, uses NOI to make decisions about resource allocations and to assess the property-level performance of our properties.

Non-segment revenue consists mainly of interest income on loans receivable balances. Additionally, it includes interest income earned on cash investments recorded in other income. Non-segment assets consist of corporate assets including loans receivable, cash, deferred loan expenses and corporate offices and equipment, among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.

During the quarter ended September 30, 2026, we reclassified asset management services related to the Fund to Non-segment/Corporate from the Seniors Housing Operating segment to better align with the manner in which the CODM reviews results. Accordingly, the segment information provided in this Note has been updated to conform to the current presentation for all periods presented.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions are eliminated.

The following table summarizes information for the reportable segments for the three months ended September 30, 2026 (in thousands):

The following table summarizes significant expense categories by segment for the three months ended September 30, 2026 (in thousands):

The following table summarizes information for the reportable segments for the three months ended September 30, 2025 (in thousands):

The following table summarizes significant expense categories by segment for the three months ended September 30, 2025 (in thousands):

The following table summarizes our total assets by segment for the periods presented (in thousands):

The following table summarizes information for the reportable segments for the nine months ended September 30, 2026 (in thousands):

The following table summarizes significant expense categories by segment for the nine months ended September 30, 2026 (in thousands):

The following table summarizes information for the reportable segments for the nine months ended September 30, 2025 (in thousands):

The following table summarizes significant expense categories by segment for the nine months ended September 30, 2025 (in thousands):

Our portfolio of properties and other investments is located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):

19. Income Taxes and Distributions

We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.

Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified healthcare properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property.” A “qualified healthcare property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years.

Income taxes reflected in the financial statements primarily consist of U.S. federal, state and local income taxes, as well as non-U.S. income-based and withholding taxes on certain investments located in jurisdictions outside the U.S. We determine interim income tax expense (benefit) by applying the applicable annual effective tax rates to the ordinary income (loss) of our TRS entities and recognizing the tax effects of discrete items in the periods in which they occur. The income tax benefit for the nine months ended September 30, 2026 included a $71,304,000 deferred tax benefit recognized by a Canadian subsidiary as a result of a reduction in its valuation allowance. The reduction in the valuation allowance was supported by net deferred tax liabilities acquired during the period.

In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. Subsequent to 2014, we transferred certain subsidiaries to the United Kingdom, while some wholly-owned direct and indirect subsidiaries remain in Luxembourg and Jersey. We reflect current and deferred tax liabilities for any such withholding taxes incurred from this holding company structure in our consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the foreign, federal, state and local taxing authorities under applicable local laws.

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.

20. Variable Interest Entities

We have entered into joint ventures and have certain subsidiaries that are either wholly owned by us or by consolidated joint ventures which own real estate investments and are deemed to be VIEs. Our VIEs primarily hold real estate assets within our Seniors Housing Operating and Triple-net portfolios, the nature and risk of which are consistent with our overall portfolio. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Capital contributions may be required in connection with initial entity formations and to fund development activities. Otherwise, our operating VIEs generally have been and are expected to be funded from the ongoing operations of the underlying properties. Additionally, we consolidate a levered entity that has been deemed a VIE and is invested in our Fund. We have no ownership interest in the entity but have concluded that we are the primary beneficiary primarily due to the guarantee of its unsecured debt to third parties. Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):

(1) As noted above, in the case of the VIE that invests in the Fund, Welltower has guaranteed the unsecured third party debt. For all other VIEs, assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs and the VIEs’ creditors do not have recourse to Welltower.

(2) Includes noncontrolling interests.

We recognized revenues from consolidated VIEs in the aggregate of $229,322,000 and $640,982,000 for the three and nine months ended September 30, 2026, and $188,457,000 and $500,591,000 for the same periods in 2025, respectively.

In addition, we have certain entities that qualify as unconsolidated VIEs, including borrowers of loans receivable and in substance real estate investments. Our maximum exposure on these entities is limited to the net carrying value of the investments. Refer to Note 7 and Note 8 for additional details.