Real Property Acquisitions and Development

9 Months Ended

Sep. 30, 2026

Real Property Acquisitions and Development

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

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

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

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

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


	Nine Months Ended
	September 30, 2026								September 30, 2025
	Seniors Housing Operating		Triple-net		Outpatient Medical		Totals		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals
Land and land improvements	$	763,834	$	181,148	$	346	$	945,328	$	359,679	$	148,088	$	19,337	$	527,104
Buildings and improvements	6,147,921		2,349,629		87,188		8,584,738		2,221,761		2,052,242		1,343		4,275,346
Acquired lease intangibles	505,540		—		10,576		516,116		222,250		7,084		656		229,990
Construction in progress	628,257		—		—		628,257		—		—		—		—
Real property held for sale	452		—		—		452		175,262		48,753		—		224,015
Right of use assets, net	12,146		—		1,222		13,368		3,032		18,389		2,783		24,204
Total net real estate assets	8,058,150		2,530,777		99,332		10,688,259		2,981,984		2,274,556		24,119		5,280,659
Receivables and other assets	128,047		—		18		128,065		22,536		13,556		59		36,151
Total assets acquired(1)	8,186,197		2,530,777		99,350		10,816,324		3,004,520		2,288,112		24,178		5,316,810
Secured debt	(559,043)		—		—		(559,043)		(441,983)		—		—		(441,983)
Lease liabilities	(2,967)		—		(1,081)		(4,048)		(3,032)		—		(1,699)		(4,731)
Accrued expenses and other liabilities	(142,242)		(3,414)		(440)		(146,096)		(63,171)		(10,442)		(1,589)		(75,202)
Total liabilities acquired	(704,252)		(3,414)		(1,521)		(709,187)		(508,186)		(10,442)		(3,288)		(521,916)
Noncontrolling interests	(55,089)		—		—		(55,089)		(5,620)		—		—		(5,620)
Non-cash acquisition related activity(2)	(96,792)		(158,624)		(91,637)		(347,053)		(196,950)		(531,281)		(20,107)		(748,338)
Cash disbursed for acquisitions	7,330,064		2,368,739		6,192		9,704,995		2,293,764		1,746,389		783		4,040,936
Construction in progress additions	381,706		(6)		(3,868)		377,832		289,195		153		73,145		362,493
Less: Capitalized interest	(29,740)		—		(284)		(30,024)		(22,609)		—		(3,713)		(26,322)
Accruals(3)	(917)		—		13,470		12,553		3,511		1,094		(6,795)		(2,190)
Cash disbursed for construction in progress	351,049		(6)		9,318		360,361		270,097		1,247		62,637		333,981
Capital improvements to existing properties	891,013		32,348		13,734		937,095		634,959		30,233		71,096		736,288
Total cash invested in real property, net of cash acquired	$	8,572,126	$	2,401,081	$	29,244	$	11,002,451	$	3,198,820	$	1,777,869	$	134,516	$	5,111,205

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

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

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

Amica Senior Lifestyles Acquisition

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

Barchester Healthcare Acquisition

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

period adjustments primarily related to our review of tangible and intangible assets acquired and their related tax basis, and the finalization of our review of certain net working capital assets acquired and liabilities assumed. Please refer to Note 3 of the notes to the consolidated financial statements within our 2025 Annual Report on Form 10-K for additional information related to the Barchester acquisition.

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

HC-One Group Acquisition

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

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

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

Pro Forma Financial Information

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


	Nine Months Ended
	September 30, 2025
Pro forma revenues	$	9,142,036
Pro forma net income attributable to common stockholders	$	667,608

Per share data (diluted)
Net income attributable to common stockholders (as reported)	$	1.26
Net income attributable to common stockholders (pro forma)	$	0.99

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

Triple-net Acquisitions

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

Subsequent Acquisition Activity

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

Development Projects Placed Into Service

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


	Nine Months Ended
	September 30, 2026		September 30, 2025
Development projects:
Seniors Housing Operating	$	512,518	$	742,491

Outpatient Medical	—		336,863


Total construction in progress conversions	$	512,518	$	1,079,354