WELLTOWER INC.

Previous wording

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.135% as of June 30, 2026. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all existing senior unsecured notes.

Current wording

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.168% as of September 30, 2026. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all such existing senior unsecured notes, with the exception of the C$300,000,000 of 2.95% senior unsecured notes due 2027. The C$300,000,000 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.

Previous wording

For the six months ended June 30, 2026, resident fees and services and rental income represented 84% and 13% of total revenues, respectively. Substantially all of our operating leases are designed with 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. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.

Current wording

For the nine months ended September 30, 2026, resident fees and services and rental income represented 84% and 13% of total revenues, respectively. Substantially all of our operating leases are designed with 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. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.

Previous wording

Our primary sources of cash include resident fees and services revenue, rental income and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, issuances of debt and equity securities, including through our ATM Program (as defined below), proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

Current wording

Our primary sources of cash include resident fees and services revenue, rental income and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper programs, issuances of debt and equity securities, including through our ATM Program (as defined below), proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

Previous wording

We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, equity issuances, internally generated cash and the proceeds from investment dispositions.

Current wording

We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper programs, equity issuances, internally generated cash and the proceeds from investment dispositions.

Previous wording

Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future and we expect to reinvest the proceeds from any investment dispositions in new investments. In the event that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program or issue debt or equity securities, including through our ATM Program. At June 30, 2026, we had $1,965,164,000 of cash and cash equivalents, $132,000,000 of restricted cash and $6,250,000,000 of available borrowing capacity under our unsecured revolving credit facility.

Current wording

Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future and we expect to reinvest the proceeds from any investment dispositions in new investments. In the event that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper programs or issue debt or equity securities, including through our ATM Program. At September 30, 2026, we had $2,274,910,000 of cash and cash equivalents, $141,097,000 of restricted cash and $5,208,520,000 of available borrowing capacity under our unsecured revolving credit facility.

Previous wording

Capital The following summarizes key capital transactions that occurred during the six months ended June 30, 2026:

Current wording

Capital The following summarizes key capital transactions that occurred during the nine months ended September 30, 2026:

Previous wording

•During the six months ended June 30, 2026, we sold 21,571,496 shares of common stock under the ATM Program generating gross proceeds of approximately $4,481,254,000.

Current wording

•In July 2026, we entered into the ATM Program pursuant to which we may offer to sell up to $7,500,000,000 of common stock, which replaced our prior equity distribution agreement dated October 28, 2025, allowing us to sell up to $7,500,000,000 of common stock (collectively, along with other previous agreements, referred to as the “ATM Programs”). During the nine months ended September 30, 2026, we sold 34,646,633 shares of common stock under the ATM Programs generating gross proceeds of approximately $7,555,540,000.

Previous wording

•In March 2026, we increased the size of our commercial paper program to $3,000,000,000.

Current wording

•In March 2026, we increased the size of our USD commercial paper program to $3,000,000,000.

Previous wording

•In June 2026, we amended our C$2,747,615,000 unsecured term loans to extend the maturity date to April 9, 2027 and reduce the applicable margin by 5 basis points.

Current wording

•In June 2026, we amended our C$2,747,615,000 unsecured term loans to extend the maturity date to April 9, 2027 and reduce the applicable margin by five basis points.

Previous wording

•During the six months ended June 30, 2026, we issued $324,384,000 of secured debt at a blended average interest rate of 4.13% and assumed $408,632,000 of secured debt at a blended average interest rate of 3.64% after considering the effects of interest rate swaps.

Current wording

•During the nine months ended September 30, 2026, we issued $332,884,000 of secured debt at a blended average interest rate of 4.15% and assumed $556,755,000 of secured debt at a blended average interest rate of 4.18% after considering the effects of interest rate swaps.

Previous wording

•During the six months ended June 30, 2026, holders exchanged $192,000,000 aggregate principal amount of our 2028 Exchangeable Notes.

Current wording

•During the nine months ended September 30, 2026, holders exchanged $614,749,000 aggregate principal amount of our 2028 Exchangeable Notes.

Previous wording

Investments The following summarizes our property acquisitions and joint venture investments completed during the six months ended June 30, 2026 (dollars in thousands):

Current wording

Investments The following summarizes our property acquisitions and joint venture investments completed during the nine months ended September 30, 2026 (dollars in thousands):

Previous wording

In July 2026, we announced that we have closed or expect to close more than $5 billion of seniors housing acquisitions in the second half of the year. Expected acquisitions not yet closed are subject to customary closing conditions and regulatory approvals.

Current wording

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.

Previous wording

Dispositions The following summarizes property dispositions completed during the six months ended June 30, 2026 (dollars in thousands):

Current wording

Dispositions The following summarizes property dispositions completed during the nine months ended September 30, 2026 (dollars in thousands):

Previous wording

Dividends On July 27, 2026, our Board of Directors declared a cash dividend for the quarter ended June 30, 2026 of $0.85 per share. On August 20, 2026, we will pay our 221st consecutive quarterly cash dividend to stockholders of record on August 12, 2026.

Current wording

Dividends On October 26, 2026, our Board of Directors declared a cash dividend for the quarter ended September 30, 2026 of $0.85 per share. On November 19, 2026, we will pay our 222nd consecutive quarterly cash dividend to stockholders of record on November 10, 2026.

Previous wording

Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.

Current wording

Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) as reflected in the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the “Non-GAAP Financial Measures” section for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.

Previous wording

Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:

Current wording

Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the “Non-GAAP Financial Measures” section for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:

Previous wording

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Cautionary Statement Regarding Forward-Looking Statements” and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Current wording

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Cautionary Statement Regarding Forward-Looking Statements” and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our

Previous wording

Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash for the next twelve months and thereafter. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.

Current wording

Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper programs, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash for the next twelve months and thereafter. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.

Previous wording

Operating Activities Please see “Results of Operations” for discussion of net income fluctuations. For the six months ended June 30, 2026 and 2025, cash flows provided from operations exceeded cash distributions to stockholders.

Current wording

Operating Activities Please see “Results of Operations” for discussion of net income fluctuations. For the nine months ended September 30, 2026 and 2025, cash flows provided from operations exceeded cash distributions to stockholders.

Previous wording

Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments. Financing activities that occurred during the six months ended June 30, 2026 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our unaudited consolidated financial statements for additional information.

Current wording

Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments. Financing activities that occurred during the nine months ended September 30, 2026 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our unaudited consolidated financial statements for additional information.

Previous wording

During the six months ended June 30, 2025, we sold 27,593,276 shares of common stock under our ATM Program, generating gross proceeds of approximately $3,987,776,000.

Current wording

During the nine months ended September 30, 2025, we sold 45,080,143 shares of common stock under our ATM Program, generating gross proceeds of approximately $6,873,247,000.

Previous wording

During the six months ended June 30, 2025, we assumed $469,130,000 of secured debt at a blended average interest rate of 4.45%.

Current wording

During the nine months ended September 30, 2025, we extinguished $288,492,000 of secured debt at a blended average interest rate of 5.37%. Additionally, during the nine months ended September 30, 2025, we assumed $469,130,000 of secured debt at a blended average interest rate of 4.45%.

Previous wording

During the six months ended June 30, 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity. Additionally, we completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035.

Current wording

In June 2025, we repaid our $1,250,000,000 4.0% senior unsecured notes at maturity. Additionally, we completed the issuance of $600,000,000 of 4.5% senior unsecured notes due 2030 and $650,000,000 of 5.125% senior unsecured notes due 2035. In August 2025, we completed a follow-on issuance of $400,000,000 of 4.5% senior unsecured notes due 2030 and $600,000,000 of 5.125% senior unsecured notes due 2035. These notes are fungible with and form a single series with the notes issued in June 2025.

Previous wording

Foreign Currency Translation The change in cash from foreign currency translation during the six months ended June 30, 2026 is primarily due to the mark-to-market adjustment of Canadian dollar funds sent to pre-fund the Amica Senior Lifestyles transaction. Please refer to Note 3 of our unaudited consolidated financial statements for additional information.

Current wording

Foreign Currency Translation The change in cash from foreign currency translation during the nine months ended September 30, 2026 and 2025 is primarily due to the mark-to-market adjustment of Canadian dollar funds sent to pre-fund the Amica Senior Lifestyles transaction. Please refer to Note 3 of our unaudited consolidated financial statements for additional information.

Previous wording

At June 30, 2026, we had investments in unconsolidated entities with our ownership generally ranging from 8% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At June 30, 2026, we had 33 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our unaudited consolidated financial statements for additional information.

Current wording

At September 30, 2026, we had investments in unconsolidated entities with our ownership generally ranging from 8% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At September 30, 2026, we had 36 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our unaudited consolidated financial statements for additional information.

Previous wording

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 June 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 $475,862,000.

Current wording

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.

Previous wording

The first prospectus supplement filed in connection with the New Registration Statement related to the ATM Program (as defined below). On March 28, 2025, Welltower and Welltower OP entered into an equity distribution agreement with (i) BofA Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $7,500,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”). The ATM Program also allows Welltower to enter into forward sale agreements. On October 28, 2025, Welltower and Welltower OP entered into a new equity distribution agreement with the sales agents, forward sellers and forward purchasers described above, which renewed the ATM Program on substantially similar terms and, in connection therewith, terminated the March 2025 equity distribution agreement. As of July 24, 2026, we had $867,999,000 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.

Current wording

The first prospectus supplement filed in connection with the New Registration Statement related to the ATM Program (as defined below). On March 28, 2025, Welltower and Welltower OP entered into an equity distribution agreement with the sales agents, forward sellers and forward purchasers named therein relating to issuances, offers and sales from time to time of up to $7,500,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”). The ATM Program also allows Welltower to enter into forward sale agreements. On October 28, 2025, Welltower and Welltower OP entered into a new equity distribution agreement with the sales agents, forward sellers and forward purchasers described above, which renewed the ATM Program on substantially similar terms and, in connection therewith, terminated the March 2025 equity distribution agreement. On July 28, 2026, Welltower and Welltower OP entered into a new equity distribution agreement with the sales agents, forward sellers and forward purchasers named therein, which renewed the ATM Program on substantially similar terms and, in connection therewith, terminated the October 2025 equity distribution agreement. As of October 23, 2026, we had $4,491,897,000 of remaining capacity under the ATM Program and there were no outstanding forward sale agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper programs.

Previous wording

Welltower OP has issued the unsecured notes described in Note 11 to our unaudited consolidated financial statements. All unsecured notes issued by Welltower OP are fully and unconditionally guaranteed by Welltower, and Welltower OP is 98.135% owned by Welltower as of June 30, 2026. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities or operations, other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.

Current wording

Welltower OP has issued the unsecured notes described in Note 11 to our unaudited consolidated financial statements, with the exception of the C$300,000,000 of 2.95% senior unsecured notes due 2027, which have been issued through private placement by a wholly owned subsidiary of Welltower OP. All unsecured notes issued by Welltower OP are fully and unconditionally guaranteed by Welltower and the C$300,000,000 of 2.95% senior unsecured notes due 2027 are fully and unconditionally guaranteed by Welltower OP. Welltower OP is 98.168% owned by Welltower as of September 30, 2026. In March 2020, the SEC adopted amendments, effective January 4, 2021 to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities or operations, other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.

Previous wording

Resident fees and services revenue and property operating expenses increased for the three and six month periods ended June 30, 2026 compared to the same periods in the prior year primarily due to acquisitions, including the acquisitions of Amica Senior Lifestyles, Barchester Healthcare and HC-One Group as described in Note 3 to our consolidated financial statements. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase from the same periods in the prior year. Average occupancy is as follows:

Current wording

Resident fees and services revenue and property operating expenses increased for the three and nine month periods ended September 30, 2026 compared to the same periods in the prior year primarily due to acquisitions, including the acquisitions of Amica Senior Lifestyles, Barchester Healthcare and HC-One Group as described in Note 3 to our consolidated financial statements. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase from the same periods in the prior year. Average occupancy is as follows:

Previous wording

(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners’ noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.

Current wording

(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners’ noncontrolling ownership share related to consolidated properties. Also excludes land parcels, properties under development/redevelopment, leased properties, sold properties and non-operational properties.

Previous wording

Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices, which are further discussed in Note 5 to our unaudited consolidated financial statements. The fluctuation in the gain on sales of properties is primarily related to the disposal of the Chartwell portfolio during the three months ended March 31, 2025, which is further discussed in Note 5 to our unaudited consolidated financial statements.

Current wording

Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions and costs associated with restructuring of investments, including related to the HC-One Group operator restructuring.

Previous wording

During the six months ended June 30, 2026, we completed construction conversions representing $257,446,000 or $450,080 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we completed construction conversions representing $512,518,000 or $430,326 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands):

Previous wording

Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of issuances, assumptions, fluctuations in foreign currency rates, extinguishments and principal amortizations. Additionally, interest expense includes finance lease interest expense, which has increased as a result of the HC-One acquisition in the fourth quarter of 2025, as well as interest expense associated with failed sale leaseback obligations acquired in the fourth quarter of 2025. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt.

Current wording

Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of issuances, assumptions, fluctuations in foreign currency rates, extinguishments and principal amortizations. Additionally, interest expense includes financing lease interest expense, which has increased during the nine months ended September 30, 2026 as a result of the HC-One Group acquisition in the fourth quarter of 2025, as well as interest expense associated with failed sale leaseback obligations acquired in the fourth quarter of 2025. The fluctuations in loss (gain) on extinguishment of debt are primarily attributable to the volume of extinguishments and terms of the related secured debt.

Previous wording

A portion of our Seniors Housing Operating property investments are formed through partnership interests. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the three and six month periods ended June 30, 2026 is primarily related to hypothetical liquidation at book value (“HLBV”) adjustments and an other-than-temporary impairment charge of $8,501,000 related to an unconsolidated management company. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.

Current wording

A portion of our Seniors Housing Operating property investments are formed through partnership interests. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuations in income (loss) from unconsolidated entities during the three and nine months ended September 30, 2026 are primarily related to hypothetical liquidation at book value (“HLBV”) adjustments. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.

Previous wording

The increase in rental income for the three and six months ended June 30, 2026 is primarily attributable to acquisitions completed during the trailing twelve months and annual rent increases. 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. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the applicable period. 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. 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%.

Current wording

The increase in rental income for the three and nine months ended September 30, 2026 is primarily attributable to acquisitions completed during 2025 and 2026, including the acquisitions described in Note 3, and annual rent increases. 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. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the applicable period. 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. During the nine months ended September 30, 2026, our Triple-net portfolio had 39 leases with rental rate increases and a weighted average increase of 5.5%.

Previous wording

During the six months ended June 30, 2026, we recorded impairment charges of $2,776,000 related to two properties. During the six months ended June 30, 2025, we recorded impairment charges of $38,437,000 related to six properties.

Current wording

During the nine months ended September 30, 2026, we recorded impairment charges of $4,422,000 related to two properties. During the nine months ended September 30, 2025, we recorded impairment charges of $38,437,000 related to six properties.

Previous wording

Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain (loss) on real estate dispositions and acquisitions of controlling interests, net were related to the volume, timing and price of related transactions.

Current wording

Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions.

Previous wording

A portion of our Triple-net property investments were formed through partnerships. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the three and six month periods ended June 30, 2026 is primarily related to HLBV adjustments. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.

Current wording

A portion of our Triple-net property investments were formed through partnerships. Income (loss) from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The fluctuation in income (loss) from unconsolidated entities during the three and nine months ended September 30, 2026 is primarily related to HLBV adjustments. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.

Previous wording

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. The disposition has and will continue to occur in tranches expected to close through 2026. During the six months ended June 30, 2026, we disposed of 70 properties related to the definitive agreement, with an aggregate gain on real estate dispositions of $534,328,000. Through June 30, 2026, we have disposed of 311 properties related to the definitive agreement.

Current wording

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. The disposition has and will continue to occur in tranches expected to close through 2026. 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. Through September 30, 2026, we have disposed of 315 properties related to the definitive agreement.