WELL Welltower 10-Q 2026-09-30 section summaries

Welltower Inc. — Form 10-Q Cover

Welltower Inc. (NYSE: WELL) filed a Form 10-Q for the quarter ended September 30, 2026. As of October 23, 2026, the company had 733,609,863 common shares outstanding.

The cover identifies guarantees by Welltower OP LLC of its 4.800% notes due 2028 and 4.500% notes due 2034; both are listed on the NYSE. Welltower is identified as a large accelerated filer.

This cover-page section reports no operating or balance-sheet results, business developments, or specific risks.

Welltower Inc. (WELL) — Financial Statements Summary

Financial position and investment

At September 30, 2026, total assets were $73.711B, up from $67.303B at December 31, 2025, largely reflecting real estate investment growth to $66.215B from $57.911B. Total equity was $49.627B, versus $42.940B; Welltower Inc. stockholders’ equity was $48.582B, versus $42.129B.

Goodwill was $336.217M ($346.316M at year-end). Acquired lease intangibles were $3.298B gross, less $2.459B accumulated amortization, for $839.824M net (versus $908.747M net at year-end). Cash and cash equivalents declined to $2.275B from $5.034B. Real estate loans receivable, net of allowance, rose to $3.047B from $1.831B.

Welltower expanded through acquisitions, including a $2.951B Canadian seniors housing transaction in April and a $433M acquisition in July. The 2025 Barchester and HC-One acquisitions contributed $740.384M and $899.856M of 9M 2026 revenue, respectively. Separately, Welltower acquired 78 skilled nursing facilities for $1.765B cash during the first nine months. In October, it announced approximately $7B of seniors housing acquisitions closed or expected to close by year-end; some remained subject to customary conditions.

Portfolio repositioning also materially affected results. The planned sale of 319 Outpatient Medical properties was approximately $7.2B gross, with expected net proceeds of approximately $6.0B after reinvestment in preferred and profits interests. By September 30, 315 properties had been disposed of. Sales under the agreement generated $1.812B of 9M proceeds, including $156.138M of noncash consideration, and a $591.031M gain. Total real estate dispositions were $2.102B, versus $741.585M in 9M 2025; cash proceeds were $2.628B, versus $522.087M.

Revenue, earnings and segments

Consolidated revenue increased 38.3% to $3.716B from $2.686B in Q3 2026, and 38.6% to $10.612B from $7.657B in 9M 2026. Resident fees and services drove most of the increase: $3.121B from $2.061B in Q3 and $8.887B from $5.897B in 9M. Rental income was $488.6M from $499.5M in Q3 and $1.402B from $1.444B in 9M; interest income rose to $83.3M from $67.2M in Q3 and $231.5M from $191.8M in 9M.

Seniors Housing Operating was the main growth engine, with Triple-net also expanding. Outpatient Medical’s sharp decline reflects the portfolio sales. The U.K. share of revenue rose to 31.2% in Q3 and 31.7% in 9M, from 16.7% and 16.2%, respectively, in 2025.

Property operating expenses increased to $2.246B from $1.577B in Q3 and $6.452B from $4.554B in 9M. Depreciation and amortization rose to $706.8M from $509.8M in Q3 and $2.067B from $1.491B in 9M. Interest expense was $192.7M from $162.1M in Q3 and $567.3M from $448.2M in 9M.

Net income was $414.8M from $282.2M in Q3 and $1.630B from $844.1M in 9M. Net income attributable to common stockholders was $396.6M from $280.6M in Q3 and $1.570B from $840.4M in 9M. Real estate disposition and acquisition gains—$114.7M from $4.0M in Q3 and $633.6M from $70.7M in 9M—were a significant contributor to earnings growth. Diluted EPS was $0.54 from $0.41 in Q3 and $2.16 from $1.26 in 9M.

Cash flow, equity and debt

Operating cash flow for 9M was $2.677B, versus $2.227B. Capital improvements to existing properties were $937.1M, versus $736.3M, and construction-in-progress spending was $360.4M, versus $334.0M. Acquisitions required $9.705B of cash disbursements, while real-property sale proceeds were $2.628B. Investing cash outflow was $9.861B; financing cash inflow was $4.440B. Cash, cash equivalents and restricted cash ended the period at $2.416B, down from $5.210B at the start.

Total debt principal was $18.313B, with $18.154B carrying value at September 30. Senior unsecured notes were $14.835B principal ($14.687B carrying value); secured debt was $3.221B principal ($3.093B carrying value). Principal maturities include $3.016B in 2027, $2.304B in 2028 and $2.804B in 2029. The 2027 amount includes approximately $1.933B of Canadian-dollar term loans due April 2027. A $6.25B revolving facility had no borrowings; U.S. and Canadian commercial-paper programs had $1.041B combined principal outstanding. The 2028 and 2029 exchangeable notes had remaining principal of $420.251M and $1.035B, respectively, and may create future dilution depending on settlement.

Common shares outstanding rose to 731,995,408 from 696,507,255. 9M ATM issuances generated $7.504B net proceeds from 34,646,633 shares, supporting acquisition funding as cash declined. Dividends were $2.33 per share, or $1.662B, versus $2.08 per share, or $1.368B, in 9M 2025. Stock-based compensation increased to $57.618M from $48.348M, including $31.968M for the long-term executive continuity and alignment program.

Credit, commitments and other risks

The loan portfolio expanded: loans receivable were $3.358B gross, less a $29.129M allowance, for $3.329B net. Nine-month loan advances were $2.143B, versus $436.629M, and receipts were $1.028B, versus $208.136M. The 9M loan-loss provision was $4.045M, compared with a $2.032M reversal in 2025. Five deteriorated loans had $138.061M carrying value and an $8.074M allowance. Genesis-related secured notes carried at $129.164M were repaid approximately at carrying value in October.

Construction in progress was $1.239B, with $701.878M committed to completion; additional development-related commitments included $36.284M for in-substance real estate investments and potential put-call obligations of $475.962M. A Canadian subsidiary’s valuation-allowance reduction contributed a $71.304M deferred tax benefit in 9M. Foreign-currency translation losses in accumulated OCI increased to $981.876M. Welltower’s REIT structure generally requires distributing at least 90% of taxable income; failure to meet applicable requirements can trigger a 4% federal excise tax.

MD&A Overview

Welltower is organized as an umbrella partnership REIT. Substantially all of its business is conducted through Welltower OP LLC, which is managed day to day exclusively by Welltower Inc. Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP. Welltower OP is generally the borrower under the unsecured notes, which Welltower Inc. guarantees.

This excerpt provides the MD&A’s introduction and roadmap; it does not report current-period financial results, operating metrics, or quantified changes. It directs readers to the consolidated financial statements and notes in the Form 10-Q, and to Welltower’s 2025 Form 10-K for further information about the company and its risks.

The MD&A covers strategy and key transactions; performance indicators, trends and uncertainties; liquidity, uses of cash, contractual obligations and capital structure; results for the seniors housing operating, triple-net and outpatient medical segments; and non-GAAP measures and critical accounting estimates.

Company overview

Welltower is a REIT focused on senior and wellness housing in the U.S., U.K. and Canada. As of September 30, 2026, its portfolio comprised 2,818 properties.

For Q3 2026, consolidated net operating income (NOI) was $1.376213 billion:

The NOI figures exclude Welltower’s share of unconsolidated investments; joint ventures with minority partners are included at 100% of their NOI. The overview provides no prior-period comparisons or other consolidated financial statements.

Operating structure and guarantees

Welltower owns approximately 98.168% of Welltower OP, through which substantially all property ownership, development and operations—and all debt—are conducted. Welltower has no material assets or liabilities other than its investment in the OP and contributes net proceeds from equity issuances to it.

Welltower fully and unconditionally guarantees the OP’s existing senior unsecured notes, except for C$300 million of 2.95% notes due 2027, which were issued by an OP subsidiary and are guaranteed by Welltower OP.

Business strategy and operating exposure

WELL’s strategy is to protect capital and grow stockholder value through consistent cash dividends, annual net operating income (NOI) growth, and portfolio expansion diversified across seniors housing and healthcare property types, relationships, and geographies.

For the nine months ended September 30, 2026, resident fees and services represented 84% of total revenue and rental income represented 13%. This mix leaves results and liquidity materially dependent on property operations and on obligors’ ability to pay rent, interest, and distributions. Operating challenges at properties could materially harm WELL’s results, liquidity, or financial condition.

Risk management and contractual protections

WELL regularly reviews financial and operating performance, assesses credit, inspects properties, monitors covenants, and evaluates performance at the market level. External property managers oversee the Outpatient Medical portfolio. WELL seeks to intervene early when operating trends weaken.

Leases and loans are generally supported by guarantees and/or letters of credit. Leases are typically master leases; loans are generally cross-defaulted and cross-collateralized. Most operating leases include escalating rents. Fixed escalators are generally recognized on a straight-line basis over the initial lease term, subject to collectability, while contingent escalators are generally recorded as contractual cash rent becomes due.

Cash flows, investment funding, and liquidity

Cash sources include operating receipts, interest on short-term deposits, borrowings under the revolver and commercial-paper program, debt and equity issuance (including the ATM Program), asset-sale proceeds, and loan principal repayments. Uses include dividends, debt service, property investment and operating costs, loan advances, and overhead.

New investments are typically funded with temporary revolver or commercial-paper borrowings, equity, internally generated cash, and dispositions. WELL expects to reinvest disposition proceeds; however, if dispositions exceed new investment, revenue and operating cash flows could decline. Returns on future investments depend on the availability of opportunities and spreads over WELL’s cost of capital. Reliance on external funding also exposes the strategy to capital-market availability and financing costs.

At September 30, 2026, WELL had $2.27491 billion of cash and cash equivalents, $141.097 million of restricted cash, and $5.20852 billion of available borrowing capacity under its unsecured revolving credit facility. Management considers liquidity sufficient for expected uses, subject to continued access to external capital and its cost.

Key transactions — nine months ended September 30, 2026

Capital, debt and liquidity

In July, WELL replaced its prior $7.5B at-the-market (ATM) agreement with a new program of up to $7.5B. Across its ATM programs, the company sold 34,646,633 common shares during the first nine months, generating approximately $7.55554B in gross proceeds—a substantial source of capital accompanied by shareholder dilution.

In March, WELL amended its $6.25B senior unsecured revolving credit facility, extending maturities and reducing pricing by 15 basis points; its total available credit facilities increased to $7.5B. It repaid $1.0B of USD term loans and C$250M of term loans using cash on hand. WELL also increased its USD commercial paper program to $3.0B and established a Canadian-dollar commercial paper program of up to C$1.0B, with maturities of no more than 365 days. These programs add liquidity while exposing the company to short-term refinancing needs.

WELL repaid $700M of 4.25% senior unsecured notes at maturity in April. In June, it amended C$2.747615B of unsecured term loans, extending maturity to April 9, 2027 and reducing the applicable margin by 5 basis points. In July, it issued C$1.15B principal of unsecured notes: C$750M at 3.85% due August 15, 2031, and C$400M at 4.15% due August 15, 2033.

During the nine months, WELL issued $332.884M of secured debt at a 4.15% blended average interest rate and assumed $556.755M of secured debt at a 4.18% blended average rate, both after interest-rate-swap effects. It extinguished $141.259M of secured debt at a 3.60% blended average rate. Holders exchanged $614.749M principal of the 2028 Exchangeable Notes.

Acquisitions, investments and dispositions

Acquisitions and joint-venture investments totaled $10.688259B in recorded net real estate investment book amount across 228 properties, at a 5.8% weighted capitalization rate. This comprised:

• Seniors Housing Operating: 112 properties; $8.058150B; 4.8% capitalization rate.
• Triple-net: 115 properties; $2.530777B; 8.6%.
• Outpatient Medical: 1 property; $99.332M; 5.7%.

Capitalization rates reflect annualized contractual or projected net operating income divided by investment amounts.

In October 2026, WELL announced approximately $7B of seniors housing acquisitions closed or expected to close through year-end. A Canadian portfolio of 27 properties for C$2.2B closed October 1; it was funded by assuming C$639M of secured debt and using cash for the remainder, and will be reported in Seniors Housing Operating. WELL was also under contract for a 62-property U.S. portfolio for approximately $2.6B, expected to be funded with cash and OP unit issuances in Q4 and leased under a long-term triple-net master lease. Unclosed acquisitions remained subject to customary closing conditions and regulatory approvals.

During the nine months, WELL disposed of 157 properties for $2.788708B in proceeds (cash and non-cash), compared with a $2.102304B carrying book amount, at a 6.1% capitalization rate. By category:

• Seniors Housing Operating: 14 properties; $175.934M proceeds versus $131.048M book amount; 4.5%.
• Triple-net: 44 properties; $635.378M proceeds versus $626.797M book amount; 7.6%.
• Outpatient Medical: 99 properties; $1.977396B proceeds versus $1.344459B book amount; 5.7%.

Outpatient Medical accounted for the largest disposition volume, and total proceeds materially exceeded carrying book value.

Dividend

On October 26, 2026, the board declared a $0.85-per-share cash dividend for the quarter ended September 30, payable November 19 to holders of record November 10. WELL stated it would be its 222nd consecutive quarterly cash dividend.

Welltower: Q3 2026 operating indicators, trends and uncertainties

Operating performance

Welltower’s key operating measures were higher year over year in Q3 2026. Net income was $414.823M, up from $282.186M in Q3 2025, while net income attributable to common stockholders (NICS) was $396.587M, up from $280.559M. Funds from operations (FFO) rose to $1.070791B from $824.375M, and net operating income (NOI) increased to $1.469751B from $1.108644B.

Sequentially, net income declined from $462.975M in Q2 2026, NICS from $445.002M, and FFO from $1.153653B. NOI, by contrast, rose from $1.394463B. FFO had been unusually weak in Q4 2025, when the company recorded a $597.337M loss, before recovering in subsequent quarters. Management identifies net income, NICS, FFO and NOI as key operating measures; FFO and NOI are non-GAAP measures.

Leverage and coverage

Credit measures showed higher leverage than a year earlier. Net debt to book capitalization was 26%, compared with 20% in Q3 2025; net debt to undepreciated book capitalization was 22%, compared with 17%; and net debt to enterprise value was 9%, compared with 8%. Interest coverage improved to 7.07x from 6.21x, and fixed-charge coverage to 6.40x from 5.60x.

Compared with Q2 2026, the three leverage ratios were 26% (from 25%), 22% (from 21%) and 9% (unchanged). Coverage eased from 7.52x for interest and 6.76x for fixed charges. Management expects to maintain leverage and coverage consistent with its current capital profile.

NOI and portfolio concentration

NOI mix shifted further toward seniors housing operating properties, which contributed 65% of NOI in Q3 2026, compared with 57% a year earlier and 66% in Q2 2026. Triple-net properties contributed 32%, up from 28% in Q3 2025, while outpatient medical declined to 3% from 15%.

Relationship concentration also increased. Barchester represented 10% of NOI, versus none in Q3 2025 (11% in Q2 2026); Avir Health Group represented 8%, up from 4%. The five largest relationships together accounted for 36% of NOI, compared with 21% a year earlier.

Geographically, the UK’s share of NOI rose to 25% from 13% (24% in Q2 2026), and Texas increased to 13% from 11%. The share from remaining U.S. geographic areas fell to 41% from 54%. NOI concentration figures exclude Welltower’s share of unconsolidated investments; minority-partner joint ventures are presented at 100%.

Lease maturities

Lease expirations are concentrated in the “thereafter” period. For triple-net leases, 644 properties with 64,624 units/beds expire thereafter, representing $1.135076B of annualized base rent, or 80.9% of that category’s base rent. The next-largest maturity is 2032: 121 properties, 8,156 units/beds and $138.108M of base rent (9.8%).

For outpatient medical, 2.568171M square feet and 34 leases expire thereafter, representing $88.471M of annualized base rent (75.3%) and 42.2% of outpatient leases. Base rent is current monthly cash rent annualized; it excludes recoveries and specified noncash income. The lease schedule excludes unconsolidated investments and certain other categories, and includes held-for-sale investments in the current year.

Management’s approach and uncertainty

Management evaluates historical indicators against expectations, monitors economic and company-specific developments, and develops plans to improve performance and competitive position. Actual results may differ materially from expectations; meeting financial objectives depends on execution and responding effectively to emerging trends.

Sources and uses of cash — nine months ended September 30, 2026

• Cash position and cash flows: Cash, cash equivalents and restricted cash ended 9M 2026 at $2.4160B, down 65% from $6.9406B at the end of 9M 2025. The periods began with $5.2095B and $3.7115B, respectively. Operating cash flow increased 20% to $2.6767B from $2.2273B. Investing activities used $9.8605B, compared with $5.0576B; financing activities provided $4.4398B, compared with $5.9672B. Foreign-currency translation reduced cash by $49.520M in 9M 2026, versus increasing it by $92.190M in 9M 2025. Operating cash flows exceeded distributions to stockholders in both periods.

• Capital improvements: Non-acquisition capital improvement spending rose 21.2% to $1.2975B from $1.0703B:

  • New development: $360.361M from $333.981M (+7.9%), reflecting the number and scale of projects underway.
  • Recurring capital expenditures, tenant improvements and lease commissions: $331.043M from $250.948M (+31.9%).
  • Renovations, redevelopments and other improvements: $606.052M from $485.340M (+24.9%). This includes work identified in underwriting for recently acquired properties and projects intended to increase property value or NOI, maintain competitiveness, or stabilize properties.

• Investing and liquidity: The substantially higher investing outflow primarily reflected changes in real estate investments and dispositions, loans receivable, and investments in unconsolidated entities; the filing refers to “Key Transactions” for further detail. Management considers liquidity sufficient for the next 12 months and thereafter, subject to the availability and cost of external capital. Key cash demands include dividends, debt service, real estate investment and operating costs.

• Financing and debt activity: Financing cash flows reflect debt arrangements, common-stock issuance and dividends. In 9M 2025, WELL sold 45.0801M shares through its ATM program for approximately $6.8732B gross proceeds, a significant source of financing in the comparison period. It also extinguished $288.492M of secured debt at a 5.37% blended average rate and assumed $469.130M of secured debt at a 4.45% blended average rate. In June 2025, WELL repaid $1.250B of 4.0% senior unsecured notes at maturity and issued $600M of 4.5% notes due 2030 and $650M of 5.125% notes due 2035. August follow-on issuances added $400M and $600M, respectively, fungible with the June series.

• Off-balance-sheet exposures and commitments: These include investments in unconsolidated entities, generally with ownership interests of 8%–95%; derivatives used to hedge interest-rate and foreign-exchange exposures; and 36 outstanding letters of credit at September 30, 2026. Under put-call agreements on certain development projects, if all conditions and rights had been triggered as of that date, WELL would have had to pay $475.962M to acquire properties in which it had no current ownership interest. This is a potential property-acquisition commitment, not an amount stated as currently payable.

Contractual obligations

As of September 30, 2026, WELL reported $30.798B of total contractual obligations. These include debt principal, contractual interest, lease liabilities, other financial obligations and purchase obligations—not just balance-sheet debt. Maturities are concentrated in the longer term: $16.4601B (about 53.4%) is due thereafter, while $508.220M (about 1.7%) is due in 2026.

Debt principal and other financial obligations

• Unsecured credit facility and commercial paper: $1.04148B, classified as due thereafter based on the credit facility’s maturity.
• Senior unsecured notes and term credit facilities:
  • U.S. dollar notes: $10.3053B—$1.67025B due in 2027–2028, $3.835B in 2029–2030 and $4.8B thereafter.
  • Canadian dollar notes: $1.02037B—$211.110M due in 2027–2028 and $809.255M thereafter.
  • Sterling notes: $1.39293B—$729.630M due in 2027–2028 and $663.300M thereafter.
  • U.S. dollar term facility: $182.786M.
  • Canadian dollar term facility: $1.93350B, due in 2027–2028.
• Secured debt principal: $3.22117B of consolidated secured debt and $731.537M of unconsolidated secured debt.
• Other financial obligations: $257.221M.

Principal obligations are stated at principal amounts, without adjustment for unamortized premiums, discounts or other fair-value adjustments. Foreign-currency obligations use exchange rates as of the balance-sheet date.

Contractual interest, leases and purchases

Contractual interest obligations total $5.98596B: $3.26431B on senior unsecured notes and term loans, $1.52703B on other financial obligations, $838.288M on consolidated secured debt, $210.360M on the unsecured facility and commercial paper, and $145.975M on unconsolidated secured debt. Interest amounts for variable-rate obligations use rates in effect at the reporting date.

Lease liabilities comprise $1.24868B of financing leases and $2.72864B of operating leases. Purchase obligations total $748.417M, including $198.889M due in 2026 and $544.717M in 2027–2028. They exclude acquisitions under contract that had not closed by September 30, 2026.

The section provides no comparative prior-period figures.

Capital Structure

As of September 30, 2026, Welltower was in material compliance with its debt covenants. Its debt agreements include financial-ratio and minimum-net-worth requirements and restrict additional indebtedness, liens, investments, and acquisitions. No debt agreement provides for rating-triggered acceleration. However, ratings on senior unsecured notes affect fees and interest under the primary unsecured credit facility; a downgrade could materially increase financing costs or constrain capital availability, with potential effects on results, liquidity, and financial condition. Management intends to preserve covenant compliance and the company’s current capital-structure profile.

Registered Securities and Potential Issuance

Welltower and Welltower OP maintain a universal shelf registration filed March 28, 2025, covering an indeterminate amount of debt and equity securities and related instruments. The renewed at-the-market (ATM) program allows up to $7.5 billion of common-stock issuance, including through forward sales. As of October 23, 2026, $4.491897 billion of ATM capacity remained, and no forward sale agreements were outstanding. Depending on market conditions, the company expects to use registered securities to fund property investments and repay borrowings under its unsecured revolver and commercial-paper programs. The enhanced dividend reinvestment plan (DRIP) registration permits up to 15.0 million shares, all of which remained available as of October 23, 2026.

Potential equity issuance mechanisms include up to 23,471,419 shares exchangeable for Welltower OP’s 2.750% notes due 2028 and 3.125% notes due 2029; shares issuable upon OP-unit redemptions, including a 4,542,926-share registration in October 2025 and 176,172 shares in April 2026; and up to 390,590 DownREIT shares for certain unit redemptions. These are conditional issuance authorizations, not reported completed issuances.

Separate resale registrations cover shares already issued as acquisition consideration: up to 1,563,904 shares registered in March 2025; an aggregate 1,385,517 shares registered in July and October 2025; 138,740 shares registered in April 2026; and, in July 2026, resale of up to 261,753 shares issued as consideration for a lease amendment.

Welltower OP and Guarantees

Welltower owned 98.168% of Welltower OP as of September 30, 2026. Welltower OP-issued unsecured notes are fully and unconditionally guaranteed by Welltower, except for C$300 million of 2.95% notes due 2027. Those notes were issued by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP. The filing omits separate Welltower OP financial statements and summarized guarantor information under the applicable Regulation S-X criteria, noting that Welltower and Welltower OP have no material assets, liabilities, or operations apart from financing activities and investments in non-guarantor subsidiaries.

Business and performance measures

WELL operates across Seniors Housing Operating, Triple-net and Outpatient Medical. Revenue sources include resident fees and services, rent, interest income and interest on short-term deposits; major expenses include property operating costs, depreciation and amortization, interest, general and administrative expenses, and other expenses. Management uses NOI and same-store NOI (SSNOI) as primary property performance measures, with FFO and EBITDA as supplemental measures.

Results for the three months ended September 30, 2026

• Net income: $414.823M, up 47% from $282.186M.
• NICS: $396.587M, up 41% from $280.559M.
• FFO: $1.070791B, up 30% from $824.375M.
• EBITDA: $1.32138B, up 38% from $956.385M.
• NOI: $1.469751B, up 33% from $1.108644B.
• SSNOI: $824.371M, up 17% from $705.517M.

On a fully diluted per-share basis, Q3 NICS was $0.54, up 32% from $0.41, and FFO was $1.42, up 18% from $1.20. Interest coverage was 7.07x, compared with 6.21x; fixed-charge coverage was 6.40x, compared with 5.60x.

Results for the nine months ended September 30, 2026

• Net income: $1.630122B, up 93% from $844.070M.
• NICS: $1.570261B, up 87% from $840.404M.
• FFO: $3.206992B, up 33% from $2.415289B.
• EBITDA: $4.221478B, up 52% from $2.780827B.
• NOI: $4.16072B, up 34% from $3.102874B.
• SSNOI: $2.1566B, up 16% from $1.853298B.

On a fully diluted per-share basis, 9M NICS was $2.16, up 71% from $1.26, and FFO was $4.33, up 20% from $3.61. Interest coverage was 7.63x, compared with 6.36x; fixed-charge coverage was 6.92x, compared with 5.73x.

Overall, the reported earnings and operating measures improved year over year, including SSNOI growth of 17% in Q3 and 16% for 9M. The excerpt does not specify the drivers of these increases.

Reporting change

In Q3 2026, WELL reclassified Seniors Housing Fund I asset-management services from Seniors Housing Operating to Non-segment/Corporate to align reporting with how the chief operating decision maker reviews results. Prior-period segment information was recast to conform.

Seniors Housing Operating

Revenue and operating performance. Q3 2026 revenue increased 51% to $3.1251B from $2.0636B; resident fees and services were $3.1211B from $2.0614B, and other income was $3.960M from $2.248M. For 9M 2026, revenue rose 51% to $8.8970B from $5.9041B; resident fees and services were $8.8870B from $5.8969B, and other income was $10.052M from $7.160M. Growth primarily reflected the Amica Senior Lifestyles, Barchester Healthcare and HC-One Group acquisitions, as well as improved occupancy and rate growth.

Property operating expenses increased 49% in Q3 to $2.2274B from $1.4992B, and 47% for 9M to $6.3708B from $4.3222B. NOI rose 59% in Q3 to $897.742M from $564.403M, and 60% for 9M to $2.5262B from $1.5819B. Same-store NOI at Welltower’s share increased 20.5% in Q3 to $599.339M from $497.212M across a QTD pool of 1,052 properties; for 9M, it rose 20.1% to $1.5849B from $1.3200B across a YTD pool of 884 properties. Average occupancy was 88.3% in Q3, up from 86.8% a year earlier and 87.6% in Q2 2026.

Expenses and earnings. Q3 depreciation and amortization was $588.135M from $368.523M; interest expense was $34.570M from $22.672M; impairment charges were $24.557M from $3.081M; and other expenses were $116.893M from $38.673M. For 9M, depreciation and amortization was $1.7299B from $1.0637B, interest expense $100.888M from $58.522M, impairments $51.738M from $36.922M, and other expenses $220.452M from $65.797M. The 9M impairments covered 17 properties, versus nine properties in 9M 2025. Higher other expenses primarily reflected the timing of noncapitalizable acquisition and operator-transition costs, investment restructuring costs, and HC-One operator restructuring. Higher interest expense also reflected HC-One financing leases and acquired failed sale-leaseback obligations.

Income from continuing operations before income taxes and other items was nearly flat in Q3 at $131.812M from $131.454M, while increasing for 9M to $421.208M from $350.871M. Q3 income from continuing operations and net income were each $140.909M from $114.656M; net income attributable to common stockholders was $142.394M from $115.755M. For 9M, income from continuing operations and net income were each $384.234M from $377.326M; net income attributable to common stockholders was $389.356M from $379.024M.

Results included a Q3 gain on real estate dispositions and acquisitions of controlling interests of $48.685M, compared with a $1.313M loss; the 9M gain was $42.832M, compared with $50.725M. Losses from unconsolidated entities widened to $39.588M in Q3 from $15.485M, and to $79.806M for 9M from $24.270M, primarily due to hypothetical liquidation at book value adjustments.

Construction and financing. In 9M 2026, completed construction conversions represented $512.518M, or $430,326 per unit. At September 30, 2026, 52 consolidated construction projects were in process, with $701.878M of anticipated remaining funding and a $1.190332B construction-in-progress balance. Twelve projects had conversion timing or budgets still undetermined. Expected conversions were six properties (537 units) in 2026, 13 (1,844 units) in 2027 and 21 (1,741 units) in 2028, in addition to the 12 undated projects.

Seniors Housing Operating property-secured debt principal was $2.8984B at Q3 2026, up from $2.2505B at Q3 2025; the ending weighted-average interest rate was 4.18% in both periods. During 9M 2026, debt issued was $332.884M, debt assumed $556.755M, debt extinguished $141.259M, principal payments $49.891M, and the foreign-currency effect was negative $44.827M.

Triple-net segment

Triple-net revenue grew sharply in Q3 2026, primarily because of acquisitions completed in 2025 and 2026, with annual rent increases also contributing. Q3 revenue was $452.073M, up from $286.637M; rental income accounted for nearly all of it, rising to $451.901M from $286.353M. Other income was $0.172M, down from $0.284M, and the segment recorded no interest income in the quarter.

Q3 NOI was $445.867M, up from $278.410M. Depreciation and amortization increased to $107.367M from $72.614M; interest expense was $4.172M versus $3.977M; and impairment expense was $1.646M, versus none. Income from continuing operations before income taxes and other items was $331.716M, up from $198.088M. Net income attributable to common stockholders was $333.873M, up from $201.830M.

For the nine months ended September 30, 2026, revenue was $1.259026B, up from $815.421M. Rental income rose to $1.250493B from $812.435M, while sales-type lease interest income increased to $8.077M from $2.111M. NOI was $1.237671B, up from $789.724M. Income from continuing operations before income taxes and other items was $915.255M, up from $511.096M, and net income attributable to common stockholders was $920.403M, up from $507.278M. Depreciation and amortization increased to $303.938M from $223.473M. Impairment charges were $4.422M on two properties, compared with $38.437M on six properties in the prior-year period.

Growth drivers and same-store results

Reported growth substantially reflects acquisitions. Same-store NOI (SSNOI) at Welltower’s share increased 8.9% in Q3 to $196.543M from $180.461M, for a pool of 479 properties. For the nine-month period, SSNOI increased 8.0% to $499.494M from $462.602M, for a pool of 410 properties—more modest growth than the segment’s reported NOI increases.

In the first nine months of 2026, 39 leases had rental increases, averaging 5.5%. Some rent escalators depend on CPI or tenant-property gross operating revenue rather than fixed increases; if those measures do not rise, the associated rental growth may not continue. Acquisitions also contribute to fluctuations in depreciation and amortization.

Debt and unconsolidated entities

Triple-net secured debt at Q3 2026 end was $322.777M, down from $330.170M at Q3 2025 end. The ending weighted-average interest rate was unchanged at 3.44%. Principal payments were $1.872M in Q3 and $5.568M in the first nine months of 2026. Interest expense reflects secured-debt interest and related fees, with period-to-period changes influenced by the timing of principal amortization.

Income from unconsolidated entities improved to $2.837M in Q3 2026 from a $0.394M loss, and to $12.829M for the nine months from a $1.543M loss. The improvement primarily reflected HLBV adjustments.

Outpatient Medical

Outpatient Medical’s reported results contracted sharply following portfolio sales, although same-store operating income grew modestly. In Q3 2026, revenue was $37.551M, down from $215.172M in Q3 2025. Rental income was $36.740M versus $213.122M, and other income was $0.811M versus $2.050M. For 9M 2026, revenue was $154.451M, down from $637.999M in 9M 2025; rental income was $151.730M versus $631.647M, and other income was $2.721M versus $6.352M.

Property operating expenses fell to $4.947M from $63.319M in Q3, and to $30.514M from $190.759M for 9M, primarily because properties were sold in Q4 2025 and during 2026. Segment NOI was $32.604M in Q3 2026 versus $151.853M in Q3 2025, and $123.937M for 9M 2026 versus $447.240M for 9M 2025. In contrast, same-store NOI at Welltower’s share increased 2.3% to $28.489M from $27.844M for Q3 (91-property quarterly pool), and 2.1% to $72.225M from $70.718M for 9M (86-property year-to-date pool), indicating modest growth at retained properties.

Depreciation and amortization declined to $11.284M from $68.675M in Q3 and to $33.426M from $203.584M for 9M, primarily reflecting the sales. The segment recorded impairment charges of $7.249M in Q3 and $7.892M for 9M, with the nine-month charges relating to six properties. Interest expense was $0.288M versus $0.771M in Q3, and $0.624M versus $0.369M for 9M. Income from continuing operations before income taxes and other items was $13.358M in Q3 2026 versus $82.256M in Q3 2025, and $77.601M for 9M 2026 versus $243.079M for 9M 2025.

Disposition gains substantially influenced reported earnings. Gain on real estate dispositions and acquisitions of controlling interests was $66.314M in Q3 2026, compared with a $0.003M loss in Q3 2025; for 9M, it was $595.129M versus $21.630M. The 9M 2026 amount included $591.031M of gains on properties sold under the portfolio-sale agreement. Net income attributable to common stockholders was $67.988M in Q3 versus $82.159M, and $637.476M for 9M versus $261.180M—the nine-month increase largely reflected disposition gains rather than recurring operating growth. Net income attributable to noncontrolling interests rose to $11.945M from $0.716M in Q3 and to $32.749M from $2.266M for 9M, primarily because partners shared in disposition gains.

Welltower agreed in August 2025 to sell 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2B, with closings planned in tranches through 2026. It sold 74 properties under the agreement during 9M 2026 and had disposed of 315 of the 319 by September 30, 2026. The segment had no outstanding secured debt at September 30, 2026; its period-end secured debt balance in 2025 was $49.359M, at a 4.49% weighted-average interest rate.

Non-segment and corporate performance

Corporate revenue declined 16% in Q3 2026 to $101.052M from $120.265M. Interest income increased 24% to $83.251M from $67.216M, primarily reflecting increased advances on loans receivable, while other income fell 66% to $17.801M from $53.049M. For 9M 2026, revenue was nearly flat, up 1% to $301.797M from $299.499M: interest income rose 18% to $223.472M from $189.652M, offset by a 29% decline in other income to $78.325M from $109.847M. Other income primarily includes interest on short-term deposits, which varies with cash balances, and asset-management income from the Fund and Seniors Housing Debt Fund.

Corporate NOI, a non-GAAP measure, decreased 18% in Q3 to $93.538M from $113.978M and 4% for 9M to $272.926M from $283.982M. Property operating expenses, primarily captive-insurance costs for portfolio properties, increased 20% in Q3 to $7.514M from $6.287M and 86% for 9M to $28.871M from $15.517M.

Corporate costs and earnings

Corporate interest expense rose 14% in Q3 to $153.625M from $134.632M and 20% for 9M to $453.496M from $377.303M. In Q3, senior unsecured note expense was $132.230M from $129.056M, unsecured credit facility/commercial-paper expense was $9.139M from $1.573M, and loan expense was $12.256M from $4.003M. For 9M, the respective amounts were $413.581M from $349.694M, $13.333M from $6.594M, and $26.582M from $21.015M. Note expense reflects issuances, exchanges, extinguishments and foreign-exchange/hedge effects; facility and commercial-paper expense varies with draw and paydown timing and variable rates.

General and administrative expense increased 6% in Q3 to $67.169M from $63.124M and 6% for 9M to $202.129M from $191.057M. Despite the increase, G&A as a share of consolidated revenue improved to 1.90% from 2.50%. Total other expenses were essentially flat in Q3 at $232.474M from $232.670M, but rose 14% for 9M to $683.369M from $599.002M.

Loss before tax and other items widened 17% in Q3 to $138.936M from $118.692M and 30% for 9M to $410.443M from $315.020M. Net loss attributable to common stockholders was $147.668M from $119.185M in Q3 and $376.974M from $307.078M for 9M. Q3 income tax expense increased to $7.116M from $2.335M. For 9M, the company recorded a $43.230M tax benefit, versus a $2.131M benefit in 2025; this included a $71.304M deferred tax benefit from reducing a Canadian subsidiary’s valuation allowance, supported by acquired net deferred tax liabilities.

Income from unconsolidated entities increased to $5.801M from $2.647M in Q3 and $19.138M from $8.337M for 9M, primarily due to Seniors Housing Debt Fund activity. Income attributable to noncontrolling interests in the OP rose to $7.417M from $0.805M in Q3 and $28.899M from $2.526M for 9M, affected by Welltower Inc.’s ownership of Welltower OP.

Notable items

Derivative and financial-instrument gains or losses were nil in both 2026 periods, compared with losses of $31.682M in Q3 2025 and $28.063M for 9M 2025, primarily from mark-to-market changes in HC-One transaction warrants that were settled with the HC-One acquisition. Debt-extinguishment losses were $5.047M in Q3 and $7.571M for 9M 2026, primarily related to exchanges of the 2028 Exchangeable Notes.

Loan-loss provision was $0.230M in Q3 from $1.088M; for 9M, the company recorded a $4.045M expense, compared with a $2.032M provision benefit in 2025, reflecting changes in expected-credit-loss reserves. Other expenses, including noncapitalizable legal expenses, increased to $6.403M from $2.144M in Q3 and $16.128M from $4.611M for 9M.

Non-GAAP measures and operating performance

Welltower identifies GAAP net income and net income attributable to common stockholders as its primary earnings measures. It also uses FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA as supplemental measures; these are not GAAP measures and may not be comparable to similarly titled measures at other companies. FFO adjusts GAAP earnings for real-estate depreciation and specified disposition, impairment, noncontrolling-interest and unconsolidated-entity items. NOI is property revenue less property operating expenses; SSNOI applies a consistent-property population and Welltower’s ownership share. EBITDA-based measures support interest and fixed-charge coverage analysis and debt covenant assessments.

FFO and GAAP earnings

In 3Q26, net income attributable to common stockholders was $396.587M, up from $280.559M in 3Q25; diluted EPS was $0.54, versus $0.41. FFO was $1.070791B, up from $824.375M, and FFO per diluted share was $1.42, versus $1.20. Average diluted shares used for FFO increased to 754.903M from 685.399M.

For 9M26, common-attributable net income was $1.570261B, versus $840.404M; FFO was $3.206992B, versus $2.415289B, or $4.33 versus $3.61 per diluted share. Average diluted shares rose to 739.794M from 669.218M. Higher earnings and depreciation add-backs contributed to FFO growth, partly offset by larger deductions for real-estate disposition gains and acquisitions of controlling interests: $633.615M in 9M26 versus $70.652M in 9M25.

NOI and same-store results

Consolidated NOI in 3Q26 was $1.469751B, up from $1.108644B in 3Q25. Segment NOI (3Q26 from 3Q25) was:

• Seniors Housing Operating: $897.742M from $564.403M
• Triple-net: $445.867M from $278.410M
• Outpatient Medical: $32.604M from $151.853M
• Non-segment/Corporate: $93.538M from $113.978M

Seniors Housing Operating and Triple-net drove the increase, while Outpatient Medical NOI was substantially lower; the reconciliation attributes much of the difference to properties excluded as non-same-store.

3Q26 SSNOI at Welltower Share was $824.371M, up from $705.517M. By segment (3Q26 from 3Q25):

• Seniors Housing Operating: $599.339M from $497.212M
• Triple-net: $196.543M from $180.461M
• Outpatient Medical: $28.489M from $27.844M

The same-store pool comprised 1,622 properties for QTD. SSNOI excludes properties that have not met seasoning criteria—including acquisitions and development conversions, transitions, redevelopment and held-for-sale assets—and excludes non-cash NOI, with ownership and currency adjustments. Welltower cautions that its ownership-share presentation for unconsolidated joint ventures may not reflect their full legal and economic implications.

EBITDA, coverage and adjustments

3Q26 EBITDA was $1.321380B, versus $956.385M in 3Q25. Interest coverage improved to 7.07x from 6.21x, and fixed-charge coverage to 6.40x from 5.60x. For 9M26, EBITDA was $4.221478B, versus $2.780827B; interest and fixed-charge coverage were 7.63x and 6.92x, versus 6.36x and 5.73x in 9M25. 9M26 interest expense increased to $567.284M from $448.171M; interest used in coverage was $553.478M versus $437.411M, and fixed charges were $610.110M versus $485.120M.

TTM Adjusted EBITDA through September 2026 was $5.228310B, versus $3.821867B a year earlier. Adjusted interest coverage rose to 6.97x from 6.47x, and adjusted fixed-charge coverage to 6.35x from 5.85x. The reconciliation included $1.556569B of TTM stock-based compensation, compared with $61.467M in the prior-year period; $2.012006B of disposition/acquisition gains deducted, versus $78.847M; and $368.598M of other expenses added back, versus $109.762M. The company says certain impairment adjustments reflect write-offs of straight-line rent receivables and unamortized lease incentives where collection of substantially all contractual rent was no longer probable, primarily after agreements to convert Triple-net properties to Seniors Housing Operating RIDEA structures. These sizeable adjustments materially separate Adjusted EBITDA from GAAP earnings and are relevant to evaluating earnings quality and coverage.

Debt and capitalization

At September 30, 2026, net debt was $17.256B, up from $16.121B at June 30, 2026 and $10.019B a year earlier. The September balance comprised $1.041B of unsecured credit facility borrowings and commercial paper plus $18.631B of long-term debt obligations, less $2.416B of cash and restricted cash. Long-term debt obligations include senior unsecured notes, secured debt and financing lease liabilities, but exclude operating lease liabilities.

Book capitalization was $67.120B, including $49.864B of equity and noncontrolling interests; net debt was 26% of book capitalization, versus 25% at June 2026 and 20% at September 2025. Undepreciated book capitalization was $79.245B, including $12.125B of accumulated depreciation and amortization; net debt was 22%, versus 21% and 17%, respectively. The ratios indicate higher leverage year over year.

At September 30, 2026, 731.995M common shares outstanding at $230.24 per share implied common equity market capitalization of $168.535B. Consolidated enterprise value was $187.073B, including $17.256B of net debt and $1.282B of noncontrolling interests; net debt was 9% of enterprise value, versus 9% at June 2026 and 8% a year earlier.

Critical Accounting Policies and Estimates

WELL reported no material changes to its critical accounting policies and estimates since its 2025 Form 10-K. Management considers its current assumptions appropriate and not reasonably likely to change. However, these estimates involve uncertainty, and actual experience differing from the assumptions could materially adversely affect consolidated results of operations, liquidity, and/or financial condition. The section provides no specific estimate amounts or financial metrics.

Welltower’s forward-looking statements about its strategy, investments and dispositions, business trends, financing, and access to capital are not guarantees; actual results may differ materially. Key risks include macroeconomic and geopolitical disruption, economic downturns, inflation and interest rates, and the availability and cost of capital.

Other significant uncertainties include changes in healthcare regulation and reimbursement, government investigations, and operators’ ability to obtain affordable liability insurance; competition and financial deterioration among operators or tenants that could impair rent payments or loan repayments; and insolvency or limited cooperation from operators, tenants, or joint-venture partners. Outcomes also depend on Welltower’s ability to transition or sell properties profitably, maintain occupancy and rents, and reinvest disposition proceeds at comparable returns.

Additional risks include executing acquisitions and investments, vacancies and reletting, disasters and public-health emergencies, environmental and contractual claims, currency and policy changes, AI-related decisions, maintaining REIT qualification, and recruiting and retaining key management. Welltower directs readers to the risk factors in its 2025 Form 10-K and undertakes no obligation to publicly update forward-looking statements.

Market risk and financing

Welltower uses its unsecured revolver and commercial paper to fund acquisitions, construction and loans, and may later replace that short-term funding with equity or long-term fixed-rate debt. Refinancing may be unavailable or more costly, while debt covenants could limit additional borrowing. If the company cannot access debt or equity on acceptable terms, its ability to pursue acquisitions could be constrained.

At September 30, 2026, fixed-rate debt principal was $15.104B: $12.169B of senior unsecured notes and $2.936B of secured debt. A hypothetical 1% interest-rate increase, after interest-rate swaps, would reduce the debt’s fair value by $608.067M—$493.167M for senior notes and $114.900M for secured debt. At December 31, 2025, fixed-rate debt principal was $15.035B, and the corresponding fair-value decrease was $674.372M. Rate movements do not affect interest expense on fixed-rate debt before maturity, but higher rates at refinancing could affect future cash flows and earnings.

Variable-rate debt after interest-rate swaps was $3.993B at September 30, 2026, compared with $4.064B at December 31, 2025. With balances held constant, a 1% rate increase would raise annual interest expense by $39.934M, versus $40.640M at year-end 2025. Welltower may use derivatives to manage exposure, and its approach includes matching variable-rate investments with comparable borrowings and considering market conditions.

Foreign currency exposure

Based on Q3 2026 results, a hypothetical 10% change in the Canadian dollar or British pound against the U.S. dollar would change annualized net income from Canadian and U.K. investments by less than $67M. Non-U.S.-denominated borrowings and derivatives mitigate some exposure, so actual consolidated effects may differ from this sensitivity.

Foreign-currency debt principal at September 30, 2026, totaled $6.094B—$1.393B denominated in pounds sterling and $4.701B in Canadian dollars. A 1% U.S.-dollar move against those currencies would change the U.S.-dollar cash required to settle principal by approximately $60.943M. Pound-denominated debt is hedged with cross-currency swaps designated as fair-value hedges, intended to substantially offset exchange-rate impacts.

Cross-currency swaps not designated as fair-value hedges had $19.156B of total notional at September 30, 2026: $11.741B in pounds sterling and $7.415B in Canadian dollars. A 1% U.S.-dollar move would change the estimated U.S.-dollar cash settlement obligation by approximately $191.559M. Further international investment, acquisitions or development could increase foreign-currency transaction and borrowing exposure.

Controls, legal matters and capital allocation

Management concluded that disclosure controls were effective at quarter-end and reported no quarterly change in internal control over financial reporting that materially affected, or was reasonably likely to materially affect, those controls. No currently pending legal proceeding was expected to have a material adverse effect. The company noted potential defense costs and risks if tenants, operators or managers it may indemnify lack sufficient resources or insurance. It reported no material changes to the risk factors in its 2025 Form 10-K.

During Q3 2026, Welltower acquired 2,539 shares from employees to cover tax withholding on vested restricted stock awards, at a weighted-average $235.20 per share; these were not public-program repurchases. No shares were repurchased under the program, which retains authorization for up to $3.0B and has no expiration date. Future repurchases could be funded with cash or borrowings. A July 28, 2026 equity distribution agreement with sales agents and forward purchasers provides an available equity-financing arrangement.