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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

 Commission File Number 1-8923

WELLTOWER INC.

(Exact name of registrant as specified in its charter)

Delaware

34-1096634

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4500 Dorr Street,

Toledo,

Ohio

43615

(Address of principal executive offices)

(Zip Code)

(419) 247-2800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, $1.00 par value			WELL			New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC			WELL/28			New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC			WELL/34			New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☑  No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  ☐   No  ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑  No  ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☑  No  ☐  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐   No  ☑

Indicate by check mark whether the registrant has filed a report on and attestation of the effectiveness of its internal control over financial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by registered public accounting firm that prepared or issued its audit report ☑

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price as of the last business day of the registrant’s most recently completed second fiscal quarter was $63,435,707,000.

As of February 7, 2025, the registrant had 641,308,062 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE 

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May 22, 2025, are incorporated by reference into Part III.

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WELLTOWER INC. AND SUBSIDIARIES

2024 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

						Page
			PART I
Item 1.			Business			2
Item 1A.			Risk Factors			29
Item 1B.			Unresolved Staff Comments			45
Item 1C.			Cybersecurity			45
Item 2.			Properties			47
Item 3.			Legal Proceedings			48
Item 4.			Mine Safety Disclosures			48
			PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			49
Item 6.			[Reserved]			50
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			51
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			77
Item 8.			Financial Statements and Supplementary Data			79
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			122
Item 9A.			Controls and Procedures			122
Item 9B.			Other Information			124
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			124
			PART III
Item 10.			Directors, Executive Officers and Corporate Governance			124
Item 11.			Executive Compensation			124
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			124
Item 13.			Certain Relationships and Related Transactions and Director Independence			124
Item 14.			Principal Accounting Fees and Services			124
			PART IV
Item 15.			Exhibits and Financial Statement Schedules			126
Item 16.			Form 10-K Summary			132
			Signature			133

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PART I 

Item 1. Business 

General

Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of healthcare infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall healthcare experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing, post-acute communities and outpatient medical properties. More information is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only. We are structured as an umbrella partnership REIT, or "UPREIT," under which substantially all of our business is conducted through Welltower OP LLC ("Welltower OP"), the day-to-day management of which is exclusively controlled by Welltower Inc.

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location.

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.707% as of December 31, 2024. Welltower Inc. 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 or its subsidiaries and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to “we,” “us,” “our” or the “Company” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Portfolio of Properties

Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2024.

Property Types

We invest in seniors housing and healthcare real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. The following is a summary of our various property types. 

Seniors Housing Operating

Our Seniors Housing Operating properties include seniors apartments, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and include care homes with or without nursing (U.K.), which assist with activities of daily living that preserve a person's mobility and social systems to promote cognitive engagement. Our properties include stand-alone properties that provide one level of service, combination properties that provide multiple levels of service and communities or campuses that provide a wide range of services. Properties are often held in joint venture entities with operating partners. We utilize the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"), which is commonly referred to as a “RIDEA” structure. 

Seniors Apartments Seniors apartments generally refer to age-restricted or age-targeted multi-unit housing with self-contained living units for older adults, usually aged 55+ who are able to care for themselves. Seniors apartments generally do not offer other additional services such as meals.

Independent Living and Independent Supportive Living (Canada)  Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation, social and recreational activities. 

Continuing Care Retirement Communities  Continuing care retirement communities typically include a combination of detached homes and properties offering independent living, assisted living and/or long-term/post-acute care services on one campus. These communities appeal to residents because there is no need to relocate when health and medical needs change. Resident payment plans vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for a living unit, meals and some health services. 

Assisted Living  Assisted living refers to state-regulated rental properties that provide independent living services, but also provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to, management of medications, bathing, dressing, toileting, ambulating and eating.

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Alzheimer’s/Dementia Care  Alzheimer's/Dementia Care refers to state-regulated rental properties that generally provide assisted living and independent living services, but also provide supportive care to residents with memory loss, Alzheimer's disease and/or other types of dementia. Amenities vary, but may include enhanced security, specialized design features and memory-enhancing therapies that promote relaxation and help slow cognitive decline.

Care Homes with or without Nursing (U.K.)  Care homes without nursing, regulated by the Care Quality Commission ("CQC”), are rental properties that provide essentially the same services as U.S. assisted living. Care homes with nursing, also regulated by the CQC, are licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various national and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care.

Our Seniors Housing Operating segment accounted for 76%, 72% and 72% of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, we had relationships with 53 partners to manage our Seniors Housing Operating properties. In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on our partners to manage these properties effectively and efficiently. For the year ended December 31, 2024, Sunrise Senior Living, Cogir Management Company and Oakmont Management Group accounted for 13%, 11% and 11% of Seniors Housing Operating Segment revenues.

Triple-net

Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer's/dementia care and care homes with or without nursing (U.K.) described above, as well as long-term/post-acute care. Our properties include stand-alone properties that provide one level of service, combination facilities that provide multiple levels of service and communities or campuses that provide a wide range of services. We invest primarily through acquisitions, development and joint venture partnerships.

Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases. In addition, such triple-net master leases often require our tenants to fund a minimum amount related to capital expenditures. The leases generally have a fixed contractual term of 10 to 20 years and contain one or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value if the options were to be exercised. Substantially all these 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 are generally recorded based on the contractual cash rental payments due for the period. We are not involved in property management.

Long-Term/Post-Acute Care Facilities  Post-acute care is at the leading edge of reducing healthcare costs while improving quality. These high-impact centers help patients recover from illness or surgery with the goals of getting the patient home and healed faster and reducing hospital readmission rates. Our long-term/post-acute care properties generally offer skilled nursing/post-acute care, inpatient rehabilitation and long-term acute care services. Skilled nursing/post-acute care refers to licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement in the U.S. or provincial reimbursement in Canada. All properties offer some level of rehabilitation services. Some properties focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation properties provide intensive inpatient services after illness, injury, or surgery to patients able to tolerate and benefit from three hours of rehabilitation per day. Long-term acute care properties provide inpatient services for patients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care properties.

At December 31, 2024, approximately 96% of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease. The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease. Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time. We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better performing properties and terminate the leasing arrangement with respect to poorer performing properties. This spreads our risk among the entire group of properties within the master lease. The bundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the right to assume or reject its unexpired leases and executory contracts. In the context of integrated master leases such as ours, our tenants in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis. 

Our Triple-net segment accounted for 10%, 13% and 13% of total revenues for the years ended December 31, 2024, 2023 and 2022, respectively. For the year ended December 31, 2024, our revenues related to our relationship with Integra Healthcare Properties ("Integra") accounted for approximately 27% of our Triple-net segment revenues and 3% of total revenues.

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Outpatient Medical

Outpatient Medical Buildings  Demand for outpatient medical services is growing as more procedures are performed safely and efficiently outside the hospital setting. State-of-the-art outpatient centers are needed in accessible, consumer-friendly locations. Our portfolio of outpatient medical buildings is an integral part of creating healthcare provider connectivity in local markets and generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Approximately 88% of our outpatient medical building portfolio is affiliated with health systems (buildings directly on or adjacent to hospital campuses or with tenants that are satellite locations for the health system and its physicians).

Our outpatient medical portfolio is primarily self-managed and consists mainly of multi-tenant properties leased to healthcare providers. Our leases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2024, 63% of our portfolio included leases with full pass through, 30% with a partial expense reimbursement (modified gross) and 7% with no expense reimbursement (gross). Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, 2024 and are often credit enhanced by security deposits, guarantees and/or letters of credit.

Our Outpatient Medical segment accounted for 10%, 11% and 12% of total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively. No single tenant exceeds 20% of segment revenues or total revenues.

Investments

Providing high-quality and affordable healthcare to an aging global population requires vast investments and infrastructure development. We invest in seniors housing and healthcare real estate primarily through acquisitions, developments and joint venture partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. Our portfolio creates opportunities to connect partners across the continuum of care and drive efficiency. We seek to diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. 

We monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market conditions. 

Other Investment Types 

Construction  We are party to agreements to develop or redevelop properties funded through capital that we and/or our joint venture partners provide. We capitalize certain interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based on the amount advanced during the construction period using the rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amount capitalized. The construction period commences once expenditures for the property have been made and activities necessary to get the property ready for its intended use are in progress and terminates when the applicable property is substantially complete and ready for its intended use. During the construction period, we advance funds in accordance with agreed upon terms and conditions which require, among other things, periodic site visits by a company representative. During the construction period, we generally require an additional credit enhancement in the form of holding back a portion of the development fee, requiring a credit support for cost-overrun obligations and/or completion guarantees. As of December 31, 2024, we had outstanding construction investments of $1,219,720,000 and were committed to provide additional funds of approximately $540,297,000 to complete construction for consolidated investment properties. We also provide for construction loans which, depending on the terms and conditions, could be treated as loans or investments in unconsolidated entities. 

Loans  Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees. Real estate loans consist of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. As of December 31, 2024, we had outstanding loans, net of allowances, of $2,027,586,000 with an interest yield of approximately 10.3% per annum. Our yield on loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments. The loans outstanding as of December 31, 2024 are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term.

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Investments in Unconsolidated Entities Investments in entities that we do not consolidate but for which we can exercise significant influence over operating and financial policies are reported under the equity method of accounting. As of December 31, 2024, we had investments in unconsolidated entities of $1,768,772,000. Our investments in unconsolidated entities generally represent interests ranging from 10% to 95% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest, inclusive of transaction costs. We evaluate our equity method investments for impairment based on a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded. 

In Substance Real Estate Additionally, we provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments, accounted for using the equity method and are presented as investments in unconsolidated entities. We have made loans related to 25 properties with a carrying value of $941,216,000 as of December 31, 2024, which are classified as in substance real estate investments.

Principles of Consolidation

The consolidated financial statements are in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of our wholly owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.

At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, "Consolidations," requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance.

For investments in joint ventures, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.

Borrowing Policies

We utilize a combination of debt and equity to fund investments. For short-term purposes, we may borrow on our primary unsecured credit facility or issue commercial paper. We typically replace these borrowings with long-term capital such as senior unsecured notes or common stock. When terms are deemed favorable, we may invest in properties subject to existing mortgage indebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness.

Competition

We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, healthcare operators, developers and other investors in the acquisition, development, leasing and financing of healthcare and seniors housing properties. We compete for investments based on a number of factors including relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economic and demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and renovation costs and applicable laws and regulations.

The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences (including a preference for home health services instead of residing in one of our communities), physicians, staff and price. We also face competition from other healthcare facilities for tenants, such as physicians and other healthcare providers that provide comparable facilities and services.

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For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.

Sustainability

Sustainability Approach We strive to operate in a responsible, transparent and sustainable manner. Our leadership, through the cross-functional Sustainability Steering Committee and the Board of Directors (the "Board"), through the Nominating Corporate/Governance Committee, oversees and advances our sustainability initiatives. Our corporate responsibility and sustainability strategy is focused on adopting leading sustainability practices across our business and we were recognized for our leadership in this space over the past year in the following ways:

•Achieved a MSCI ESG ("Environmental, Social and Governance") rating of AA;

•Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the sixth consecutive year and maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program, for the fourth consecutive year;

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

•Named to the Bloomberg Gender-Equality Index for the sixth consecutive year;

•Maintained Prime status under the ISS-ESG Corporate Rating for the sixth consecutive year;

•Maintained GRESB Green Star status for the fourth consecutive year; and

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

We are committed to operating in a sustainable manner that helps to reduce our environmental impact. Our goal is prudent environmental stewardship with a focus on reducing our greenhouse gas emissions, energy consumption, water usage and waste production; mitigating climate-related risks; and implementing energy efficiency, water efficiency and renewable energy technologies across our portfolio. We work with our stakeholders, including employees, vendors, operators, residents and tenants, in an effort to meet these objectives by encouraging and following evolving practices of environmental sustainability, including benchmarking our portfolio in ENERGY STAR Portfolio Manager, obtaining green building certifications, implementing energy efficient technologies and performing portfolio-wide physical and transition risk analyses to identify opportunities to help mitigate these risks.

Our sustainability team is focused on investing in property improvement projects which meet the various objectives of our stakeholders, including providing an appropriate risk-adjusted return. The sustainability team is embedded within our asset management team, enabling them to create project scopes and specifications for energy saving component replacements and upgrades within our normal replacement schedules and when the economic benefits of the additional investment is optimized. Our review and approval process of these projects is stringent and includes using the actual meter readings and/or specialized equipment to estimate and later track the water and energy savings of the work completed.

In the past, we have also issued "green" bonds to fund green building development projects.

We value and are committed to our employees. We believe that a diverse workplace promotes equal opportunity, produces a variety of perspectives, motivates employees and helps us understand and better serve our stakeholders and the communities in which we do business. As of December 31, 2024, our U.S. employees self-identified as follows:

Ethnicity						Male						Female
Asian						9		%				11		%
Black or African American						5		%				9		%
Hispanic or Latino						12		%				11		%
Native Hawaiian or Other Pacific Islander						—		%				—		%
Two or More Races						3		%				2		%
White						71		%				67		%
						100		%				100		%
Gender						54		%				46		%

Among other things, we support seven employee network groups ("ENGs") including women, families, racial and ethnic minorities, military, young professionals and those who identify as LGBTQI+ and their allies. Our ENGs provide support, education, networking opportunities and community belonging for our employees. These efforts support our ability to compete for and foster talent in an ever-changing workforce.

In addition, we have several social initiatives in place that are focused on, among other things, engaging with our communities and promoting the health and well-being of our employees, tenants and residents. The Welltower Charitable Foundation (the "Foundation") financially supports charitable initiatives related to aging, healthcare, the environment, education and the arts. We encourage our employees to give back to the community by matching their contributions and donating their time to eligible charitable organizations. Funds are also allocated to each of our ENGs to make charitable contributions in support of their programming efforts. The Welltower Charitable Foundation will provide a 100% match of

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employee donations to verified 501(c)(3) organizations, up to $2,500 per employee per calendar year. Additionally, the Foundation facilitates presentations for charities to compete in the Give-WELL campaign. This campaign enables our employees to present and vote for charities that will receive donations from the Foundation. During 2024, we sponsored our fifth annual Day of Giving so our employees could collaborate to make an impact with local charitable organizations through volunteer opportunities. See "Human Capital" below for additional information regarding our employee initiatives and programs.

We believe that our Board is highly knowledgeable, skilled and independent, with eight of our nine directors being independent. As of December 31, 2024, our nine Directors self-identified as follows:

Board Composition
Ethnicity												Gender
Asian						11		%				Male						67		%
Black or African American						22		%				Female						33		%
Hispanic or Latino						22		%										100		%
White						45		%
						100		%

Additional information regarding our sustainability programs and initiatives is available in our 2023 Sustainability Report (located on our website at www.welltower.com). Information on our website, including our Sustainability Report or sections thereof, is not incorporated by reference into this Annual Report.

Human Capital

Our employees are our greatest asset. As of December 31, 2024, we had 685 employees (653 located in U.S., 20 in the U.K. and 12 in Canada). We are committed to the success of our people and the unique combination of skills and experiences they bring to achieving our mission.

Strategic Growth Through Career Development and Workforce Planning In 2024, we made significant investments in career-pathing tools and workforce planning systems. We implemented company-wide skills maps, talent planning and review tools and a headcount and staffing planning system. These initiatives enabled us to strategically scale our organization and its people capabilities, while aligning individual goals with broader business objectives. Additionally, we enhanced our development programs by providing coaching, e-learning, job assessments, individual development plans and skills-based development tools. These tools support our employees' career growth and the development of future leaders.

Driving Performance Excellence and Empowering Leaders We continued to invest in technology to help our team operate efficiently while servicing a larger workforce. Investments include standardizing policies and procedures, growing our internal Human Capital team and providing development opportunities for our Human Capital professionals. We also streamlined our performance management practices, creating more rigorous connections between performance and compensation. This approach fosters a culture of rewards and recognition, driving accountability and high performance.

To enhance people leadership capabilities, we launched an industry-first, AI-based manager development program, offering managers real-world, situational training in a safe simulated environment to make mistakes, learn and grow. This program strengthens leadership decision-making and fosters a culture of continuous improvement.

Cultural Development We remain committed to creating an inclusive and respectful workplace culture that employees value and contribute to. In 2024, we continued to provide our civil treatment and inclusive workplace training programs for leaders and employees. These efforts reinforce our mission to build an environment where everyone feels valued and supported.

Additionally, we conducted an organizational effectiveness survey to better understand how the Human Capital team can more effectively support our leaders and teams. Insights from this survey are being used to refine our strategies and enhance our ability to meet the evolving needs of our workforce.

Compensation and Benefits We are dedicated to offering compensation and benefits to attract and retain top talent. In 2024, we conducted a company-wide survey to assess employee benefits preferences. Based on these results, we enhanced our benefits offerings, furthering our commitment to providing industry-leading benefits that are important to our employees. Programs offered include healthcare and insurance benefits, retirement programs with robust matching programs, an employee stock purchase program, tuition assistance, paid leave policies, health navigation support, enhanced mental health support and wellness initiatives, among many others.

Health, Safety and Wellness The health, safety and well-being of our employees remain a top priority. In 2024, we introduced additional wellness programs, expanded ENG initiatives and implemented additional wellness platforms such as family planning support. We also rolled out enhanced leave policies designed to help employees integrate work and life responsibilities more effectively.

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We have transitioned to a four-day in-office workweek to foster collaboration, while continuing to support a geographically dispersed workforce. Our robust internal communications strategy, combined with our intranet serving as a digital headquarters, ensures employees remain connected to the business and leadership regardless of location. Key communication tools such as podcasts, town hall meetings and employee engagement events further reinforce this connectivity.

Credit Concentrations  Please see Note 9 to our consolidated financial statements.

Geographic Concentrations  Please see “Item 2 – Properties” below and Note 18 to our consolidated financial statements.

Certain Government Regulations

United States

Health Law Matters — Generally

Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, as opposed to federal laws. Operators of long-term/post-acute care facilities and hospitals do receive significant funding from government programs and these facilities are subject to extensive regulation, including federal and state laws covering the type and quality of medical and/or nursing care provided, ancillary services (e.g., respiratory, occupational, physical and infusion therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to healthcare fraud and abuse, including, but not limited to, the federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”) and the federal False Claims Act (“FCA”), as well as comparable state laws. Hospitals, physician group practice clinics and other healthcare providers that operate in our portfolio are subject to extensive federal, state and local licensure, registration, certification and inspection laws, regulations and industry standards, as well as other conditions of participation in federal and state government programs such as Medicare and Medicaid. Further, operators of long-term care facilities are required to have in place compliance and ethics programs that meet the requirements of federal laws and regulations. Our tenants’ failure to comply with applicable laws and regulations could result in, among other things: loss of accreditation; denial of reimbursement; imposition of fines; suspension, decertification or exclusion from federal and state healthcare programs; loss of license; or closure of the facility. See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us” in “Item 1A – Risk Factors” below. Moreover, in light of certain arrangements that we may pursue with healthcare entities who are directly subject to laws and regulations pertaining to healthcare, and, given that certain of our arrangements are structured under the provisions of RIDEA, certain healthcare fraud and abuse laws and data privacy laws could apply directly to Welltower. See risk factor "We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business results of operations and financial condition" in "Item 1A - Risk Factors" below.

Licensing and Certification

The primary regulations that affect seniors housing facilities are state licensing and certification laws. For example, certain healthcare facilities are subject to a variety of licensure and certificate of need (“CON”) laws and regulations. Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existing facility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility or (5) terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the ability of operators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transfer responsibility for operating a particular facility to a new operator.

With respect to licensure, generally our seniors housing and long-term/post-acute care facilities are required to be licensed by the applicable state-regulatory authority. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators to correct serious deficiencies identified in a compliance survey could require those operators to discontinue operations at a property and could result in suspension of new admissions or loss of licensure. Our entities are named on licenses for nearly all of the RIDEA portfolio and the loss of a license for one facility can require reporting in other jurisdictions. 

Reimbursement

The reimbursement methodologies applied to healthcare facilities continue to evolve. Federal and state authorities have considered and implemented and may continue seeking to implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact healthcare property operations. Likewise, third-party payors may continue imposing greater controls on operators, including through changes in reimbursement rates and fee structures. The impact of any such changes, if implemented, may result in a material adverse effect on our portfolio. No assurance can be given that current revenue sources or levels will be maintained. Accordingly, there can be no assurance that

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payments under a government healthcare program are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses.

•Seniors Housing Facilities  The majority of the revenues received by the operators of U.S. seniors housing facilities are from private pay sources. The remaining revenue source is primarily Medicaid provided under state waiver programs for home and community-based care. There can be no guarantee that a state Medicaid program operating pursuant to a waiver will be able to maintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating costs. Generally, facilities receive a higher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of Medicaid reimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix, acuity level or changes in Medicaid eligibility and reimbursement levels.

•Long-Term/Post-Acute Care Facilities  The majority of the revenues received by the operators of these facilities are from the Medicare and Medicaid programs, with the balance representing reimbursement payments from private payors and patients. Consequently, changes in federal or state reimbursement policies may adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject to periodic pre- and post-payment reviews and other audits by federal and state authorities. A review or audit of a property operator’s claims could result in recoupments, denials or delay of payments in the future. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements or to cover settlements made to payors.

◦Medicare Reimbursement Generally, long-term/post-acute care facilities are reimbursed by Medicare under prospective payment systems, which generally provide reimbursement based on a predetermined fixed amount per episode of care and are updated by the Centers for Medicare and Medicaid Services ("CMS"), an agency of the Department of Health and Human Services (“HHS”) annually. There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may be set below the costs to provide certain items and services. The HHS Office of Inspector General ("OIG") has released recommendations to address skilled nursing facility ("SNF") billing practices and Medicare payment rates, which may impact our tenants and operators. In June 2023, CMS began publishing additional information regarding Medicare-certified nursing homes with common owners and operators, referred to as “affiliated entities,” including names of affiliated owners and aggregate data on the safety, staffing and quality of affiliated entities. This information makes it easier for stakeholders (such as state licensing officials, state and federal law enforcement and researchers) and the public to identify common owners of nursing homes across different nursing home locations. The information also allows for greater accessibility to information regarding facilities' performance and any common ownership links among facilities with poor performance. CMS has also increased scrutiny and oversight over the country's poorest performing nursing facilities through the Special Focus Facility Program, now publishing monthly updates to its Special Focus Facility List, which highlights facilities with a history of serious quality of care issues, and is increasing enforcement actions against facilities that fail to demonstrate improvement, including denial of payment and potential loss of Medicare certification.

◦Medicaid Reimbursement  Many states reimburse SNFs using fixed daily rates, which are applied prospectively based on patient acuity and the historical costs incurred in providing patient care. In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth by freezing rates or restricting eligibility and benefits. In addition, Medicaid reimbursement rates may decline if state revenues in a particular state are not sufficient to fund budgeted expenditures.

◦Skilled Nursing Facility and Nursing Facility Compliance Program Guidance In November 2024, OIG published industry segment-specific compliance program guidance for Skilled Nursing Facilities and Nursing Facilities to develop, implement and maintain effective compliance and quality programs, identify and mitigate risks, ensure compliance with federal regulations and improve the quality of care and safety for residents. This is the first of a series of compliance program guidance that OIG plans to issue for different healthcare sectors and reflects OIG’s findings and observations from its work on matters involving nursing facilities as well as its current enforcement priorities and stakeholder interactions. The guidance identifies key risk areas for the industry, including a detailed, industry-specific discussion of eight AKS risk areas for nursing facilities and provides recommendations for minimizing conflicts of interest in nursing facility pharmaceutical decisions.

◦Health Reform Laws Certain health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings. On April 22, 2024, as part of President Biden’s nursing home reform initiative, CMS issued a Final Rule establishing minimum staffing standards for long-term care facilities, specifically Medicare SNFs, Medicaid nursing facilities (“NFs”) and dually certified facilities. The Final Rule requires a registered nurse to be on site 24 hours per day and seven days per week to provide skilled nursing care to all residents, with exemptions in certain circumstances and CMS has begun to publish minimum staffing standard facility compliance determinations on the Medicare.gov website. Over the next ten years, CMS estimates that implementation of the Final Rule will cost long-term care facilities a total of $43 billion. CMS also continues to require the disclosure of certain ownership and managerial information regarding Medicare SNFs and Medicaid NFs,

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including updates to identify REIT ownership of SNFs. We cannot predict whether the existing Health Reform Laws, the results of the 2024 Presidential and Congressional elections and potential subsequent developments, or future healthcare reform legislation, executive orders or regulatory changes, will have a material impact on our operators’ or tenants’ property or business. In addition, on June 28, 2024, the U.S. Supreme Court issued an opinion holding that courts reviewing agency action pursuant to the Administrative Procedure Act “must exercise their independent judgment” and “may not defer to an agency interpretation of the law simply because a statute is ambiguous.” The decision will have a significant impact on how lower courts evaluate challenges to agency interpretations of law, including those by the CMS and other agencies with significant oversight of the healthcare industry. The new framework is likely to increase both the frequency of such challenges and their odds of success by eliminating one way in which the government previously prevailed in such cases. As a result, significant regulatory policies may be subject to increased litigation and judicial scrutiny. Any resulting changes in regulation may result in unexpected delays, increased costs or other negative impacts on our operators’ or tenants’ property or business that are difficult to predict.

•Medicare Reimbursement for Physicians, Hospital Outpatient Departments (“HOPDs”) and Ambulatory Surgical Centers (“ASCs”) Changes in reimbursement to physicians, HOPDs and ASCs may further affect our tenants and operators. Generally, Medicare reimburses physicians under the Physician Fee Schedule, while HOPDs and ASCs are reimbursed under prospective payment systems. The Physician Fee Schedule and the HOPD and ASC prospective payment systems are updated annually by CMS. These annual Medicare payment regulations have resulted in lower net pay increases than providers of those services have often expected. In addition, the Medicare and Children’s Health Insurance Program Reauthorization Act of 2015 (“MACRA”) includes payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models like those required under MACRA, has the potential to produce funding disparities that could adversely impact some provider tenants in outpatient medical buildings and other healthcare properties. Changes in Medicare Advantage plan payments may also indirectly affect our operators and tenants that contract with Medicare Advantage plans.

Fraud & Abuse Enforcement

Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are subject to federal, state and local laws, regulations and applicable guidance that govern the operations and financial and other arrangements that may be entered into by healthcare providers. Certain of these laws, such as the AKS and Stark Law, prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical products or services reimbursable by government healthcare programs. Other government health program laws require providers to furnish only medically necessary services and submit to the government valid and accurate statements for each service. Our operators and tenants that receive payments from federal healthcare programs, such as Medicare and Medicaid, are subject to substantial financial penalties under the Civil Monetary Penalties Act and the FCA upon a finding of noncompliance with such laws. In July 2024, CMS issued a Final Rule that revises CMS’ enforcement authority for imposing civil money penalties (“CMPs”) and strengthens nursing home enforcement regulations. The Final Rule specifically expands the number and types of CMPs that CMS can impose on long-term care facilities, including allowing (i) more per-instance (“PI”) CMPs to be imposed in conjunction with per-day CMPs, (ii) multiple PI CMPs when the same type of noncompliance is identified on more than one day and (iii) CMS or individual states to impose a CMP for the number of days of previously cited noncompliance since the last three standard surveys for which a CMP has not yet been imposed to ensure that identified noncompliance may be subject to a penalty. In addition, states may also have separate false claims acts, which, among other things, generally prohibit healthcare providers from filing false claims or making false statements to receive payments. Federal and state FCAs contain "whistleblower" provisions that permit private individuals to bring healthcare fraud enforcement claims on behalf of the government. Still other laws require providers to comply with a variety of safety, health and other requirements relating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations and other applicable guidance may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, exclusion from any government healthcare program, damage assessments and imprisonment. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulent behavior) with respect to one property may subject other facilities under common control or ownership to sanctions, including exclusion from participation in the Medicare and Medicaid programs, as well as other government healthcare programs and revocation of healthcare licenses. In the ordinary course of its business, a property operator is regularly subjected to inquiries, investigations and audits by the federal and state agencies that oversee these laws and regulations.

Prosecutions, investigations or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition and operations, which could adversely affect the ability of the operator to meet its financial obligations to us. In addition, government investigations and enforcement actions brought against the healthcare industry have increased dramatically over the past several years and are expected to continue. The costs for an operator of a healthcare property associated with both defending such enforcement actions and the undertakings in settling these actions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us. In addition, we could potentially be directly subject to these healthcare fraud and abuse laws, as well as potential investigation or enforcement, as a result of our RIDEA-structured arrangements and certain collaboration or other arrangements we may pursue with stakeholders who are directly subject to these laws.

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Federal and State Data Privacy and Security Laws

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and numerous other state and federal laws govern the collection, security, dissemination, use, access to and confidentiality of personal information, including individually identifiable health information. Violations of these laws may result in regulatory scrutiny, lawsuits or substantial civil and/or criminal fines and penalties, including regulatory consent orders. The costs to a business such as ours or to an operator of a healthcare property associated with developing and maintaining programs and systems to comply with data privacy and security laws, defending against privacy and security related claims or enforcement actions and paying any assessed fines, can be substantial. Moreover, such costs could have a material adverse effect on the ability of an operator to meet its obligations to us. Finally, data privacy and security laws and regulations continue to develop, including with regard to HIPAA and U.S. state privacy laws governing consumer personal data and consumer health data. Comprehensive consumer data privacy laws in California, Colorado, Connecticut, Montana, Oregon, Texas, Utah and Virginia are in effect. Consumer health data-focused privacy laws, such as the Washington My Health My Data Act and Nevada's consumer health data privacy law, are also in effect. Further state comprehensive consumer data privacy laws will become effective over the course of 2025 and beyond. Furthermore, many states have introduced legislation that would revise or implement new such laws, and many states have promulgated regulations, which continue to evolve, to implement existing legislation. As we use data to better inform our investments and the efficacy of care in our communities, these developments may add potential uncertainty and costs towards compliance obligations, business operations or transactions that depend on data. These evolving privacy laws may create restrictions or requirements in our, our operators' and other business partners' use, sharing and retention of data. New privacy and security laws could require substantial investment in resources to comply with regulatory changes as privacy and security laws proliferate in divergent ways or impose additional obligations and potentially create new privacy related legal risks.

United Kingdom

In the U.K., care home services are principally regulated by the Health and Social Care Act 2008 (as amended) and other regulations including the Health and Care Act 2022 and the Health and Social Care Act 2008 (Regulated Activities) (Amendment) Regulations 2023. This legislation subjects service providers to a number of legally binding “Fundamental Standards” and requires, among other things, that all persons carrying out “Regulated Activities” in the U.K., and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws governing their use of personal data (including in relation to their employees, clients and recipients of their services). These laws currently take the form of the U.K.’s Data Protection Act 2018 and the U.K. General Data Protection Regulation (collectively “U.K. DP Laws”). U.K. DP Laws impose a significant number of obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or £17.5 million, whichever is greater. Further, entities may also be subject to the E.U. General Data Protection Regulation ("E.U. GDPR"). Similarly, the E.U. GDPR imposes obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. The U.K. DP Laws may be subject to change with the introduction of the Data Use and Access ("DUA") Bill in 2024. Entities incorporated in or carrying on a business in the U.K., as well as individuals residing in the U.K., are also subject to the U.K. Bribery Act 2010. The U.K. has national minimum wage legislation with a maximum fine for non-payment of £20,000 per worker and employers who fail to pay will be banned from being a company director for up to 15 years. 

Canada

Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought and/or required by a resident (e.g. assisted or retirement living, senior living residences, residential care or long-term care). In some of these categories and depending on the province, residences may be government funded, or the individual residents may be eligible for a government subsidy, while other residences are exclusively private pay. The governing legislation and regulations vary by province, but generally the object of the laws is to set licensing requirements and minimum standards for senior living residences and regulate operations. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issue reports and generally regulate the industry.

Our operations in Canada are subject to privacy legislation, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of senior living residences in the various provinces differ, they all include the obligation to protect personal information. Under some of these laws, notification to the regulator in the event of an actual or suspected privacy breach is mandatory. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. In September 2021, the province of Quebec adopted significant amendments to its privacy legislation (each of which are now in effect), including a new enforcement scheme with significant penalties and fines: up to CAD $10 million or 2% of global turnover (whichever is greater) for administrative monetary penalties and up to CAD $25 million or 4% of global turnover for penal fines. Senior living residences may also be subject to laws pertaining to residential tenancy, provincial and/or municipal laws applicable to fire safety, food services, zoning, occupational health and safety, public health and the provision of community healthcare and funded long-term/post-acute care.

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Taxation

The following summary of the taxation of the Company and the material U.S. federal income tax consequences to the holders of the equity of the Company and the debt securities of the Company and Welltower OP is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and non-U.S. corporations and persons who are not citizens or residents of the U.S.).

This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any state or local income taxation or non-U.S. income taxation or other non-U.S. tax consequences. This summary is based on current U.S. federal income tax laws. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, non-U.S. and other tax consequences of acquiring, owning and selling our securities.

General

Prior to the reorganization on April 1, 2022, whereby the company formerly known as Welltower Inc. ("Old Welltower"), became a wholly owned subsidiary of WELL Merger Holdco Sub Inc. in a transaction intending to qualify as a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the Reorganization, Old Welltower changed its name to Welltower OP Inc., WELL Merger Holdco Sub Inc. changed its name to Welltower Inc. and Old Welltower became a “qualified REIT subsidiary” of the Company. Effective on May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC. Prior to the Reorganization, Old Welltower elected to be taxed as a REIT and was organized and operated in a manner intended to qualify as a REIT. As a result of the reorganization, the Company is treated as a continuation of Old Welltower for U.S. federal income tax purposes.

We have been organized and operated in a manner intended to qualify as a REIT and we intend to continue to operate in such a manner as to qualify as a REIT, but there can be no assurance that we will qualify or remain qualified as a REIT. Qualification and taxation as a REIT depend upon our ability to meet a variety of qualification tests imposed under U.S. federal income tax law with respect to our income, assets, distributions and share ownership, as discussed below under “Qualification as a REIT.”

In any year in which we qualify as a REIT, in general, we will not be subject to U.S. federal income tax on that portion of our REIT taxable income or capital gain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. If we elect to retain and pay income tax on our net capital gain, stockholders would be taxed on their proportionate shares of our undistributed net capital gain and would receive a refundable credit for their shares of any taxes paid by us on such gain.

Despite qualifying as a REIT, we may be subject to U.S. federal income and excise tax as follows:

•To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates;

•If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate;

•Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) will be subject to a 100% tax;

•If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability;

•If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding years, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; and

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•We will be subject to a 100% tax on certain amounts from certain transactions involving our “taxable REIT subsidiaries” that are not conducted on an arm’s length basis. See “Investments in Taxable REIT Subsidiaries.”

We have acquired assets from “C” corporations in carryover basis transactions and may do so again in the future. A “C” corporation is generally defined as a corporation that is required to pay full corporate level U.S. federal income tax. If we recognize gain on the disposition of such assets during the five-year period beginning on the date on which the assets were acquired by us, then, to the extent of the assets’ “built-in gain” (e.g., the excess of the fair market value of the asset over the adjusted tax basis of the asset, in each case determined as of the beginning of the five-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in this paragraph with respect to the recognition of built-in gain assume that the “C” corporation did not make and was not treated as making an election to treat the built-in gain assets as sold to an unrelated party on the date they were acquired by us. For our assets that are subject to the built-in gains tax, the potential amount of built-in gains tax will be an additional factor when considering a possible sale of such assets within the five-year period beginning on the date on which the assets were acquired by us. See Note 19 to our consolidated financial statements for additional information regarding the built-in gains tax.

Qualification as a REIT

A REIT is defined as a corporation, trust or association:

(1) which is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

(3) which would be taxable as a domestic corporation but for the U.S. federal income tax law relating to REITs;

(4) which is neither a financial institution nor an insurance company;

(5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first

    taxable year;

(6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year, directly, indirectly or constructively, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and

(7) which meets certain income and asset tests described below.

Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of 12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of condition (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of certain pension funds.

Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition, Article VI of our by-laws provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above but may not ensure that we will, in all cases, be able to satisfy such requirements.

We have complied with, and will continue to comply with, tax regulatory rules to send annual letters to certain of our stockholders requesting information regarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not have known, whether we failed to meet the Five or Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply with these tax regulatory rules, we will be subject to a monetary penalty. If our failure to comply were due to intentional disregard of the requirement, the penalty would be increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed.

For purposes of the REIT income and asset tests our assets and income will include any asset owned and any income earned directly or indirectly through a disregarded entity, including a “qualified REIT subsidiary,” and a proportionate share of the assets of, and any income earned through, any entity we own that is treated as a partnership for U.S. federal income tax purposes, including Welltower OP. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock is owned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary.

We will own substantially all of our assets and earn substantially all of our income through Welltower OP and its direct or indirect subsidiaries. Prior to the LLC Conversion, Welltower OP was treated as a “qualified REIT subsidiary,” provided that we qualified as a REIT during this period. After the LLC Conversion, Welltower OP became a disregarded entity for U.S. federal income tax purposes and was treated as a disregarded entity until additional regarded members were admitted to Welltower OP, at which time Welltower OP became a regarded entity treated as a partnership for U.S. federal income tax purposes.

Although we intend for any partnership in which we have acquired or will acquire an interest, directly or indirectly (a “Subsidiary Partnership”), to operate in a manner consistent with the requirements for our qualification as a REIT, we will be an indirect limited partner or non-managing member in some of the Subsidiary Partnerships. Though we nonetheless expect that

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all such Subsidiary Partnerships will be required to operate in a manner consistent with the requirements for our qualification as a REIT, if a Subsidiary Partnership in which we own an interest but do not have control takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a Subsidiary Partnership could take an action which could cause us to fail a gross income or asset test and that we would not become aware of such action in time for us to dispose of our interest in the Subsidiary Partnership or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were able to qualify for a statutory REIT “savings” provision, which could require us to pay a significant penalty tax to maintain our REIT qualification.

Income Tests  There are two separate percentage tests relating to our sources of gross income that we must satisfy each taxable year:

•At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each taxable year from “rents from real property,” dividends or other distributions on, and gain (other than gain from prohibited transactions) from the sale or other disposition of, REIT shares, mortgages on real property, other income from investments relating to real property or certain income from qualified temporary investments (the “75% gross income test”).

•At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REIT subsidiaries) and interest (the “95% gross income test”).

Income from hedging and non-U.S. currency transactions is excluded from the 95% and 75% gross income tests if certain requirements are met but otherwise will constitute gross income which does not qualify under the 95% or 75% gross income tests.

Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions are met:

•The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merely because they are based on a fixed percentage or percentages of receipts or sales.

•Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, directly or constructively owns 10% or more of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect to the real property being rented.

•If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rents from real property.”

•For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REIT subsidiary or an “independent contractor” from whom we derive no income, except that we may directly provide services that are usually or customarily rendered in the geographic area in which the property is located in connection with the rental of real property for occupancy only or are not otherwise considered rendered to the occupant for the occupant’s convenience.

•We may lease “qualified healthcare properties” on an arm’s-length basis to a taxable REIT subsidiary if the property is operated on behalf of such subsidiary by a person that qualifies as an “independent contractor” and that is, or is related to a person that is, actively engaged in the trade or business of operating healthcare facilities for any person unrelated to us or our taxable REIT subsidiary (such person, an “eligible independent contractor”). If this is the case, the rent that the REIT receives from the taxable REIT subsidiary generally will be treated as “rents from real property.” A “qualified healthcare property” includes any real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility that extends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in the Medicare program with respect to such facility.

A REIT is permitted to render a de minimis amount of impermissible services to tenants of a property and still treat rents received with respect to that property as rent from real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may not exceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or management operation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing the management or operation. Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, which would permit us to still treat rents received with respect to the property as rent from real property.

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The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales or by reason of being based on the income or profits of a debtor which derives substantially all of its income with respect to the property securing such debt from the leasing of substantially all of such property to tenants, to the extent that the rents paid by the tenants would qualify as rents from real property if the Company earned such amounts directly.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are eligible for certain relief provisions provided by the Code. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply, a 100% tax is imposed on an amount equal to (1) the gross income attributable to (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test and (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability. The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify under the 75% and 95% gross income tests and to exclude items from the measure of gross income for such purposes.

Asset Tests  Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification of our assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by real estate assets (including interests in real property, interests in mortgages on real property or on interests in real property, shares in other REITs and debt instruments issued by publicly offered REITs), cash, cash items (including receivables arising in the ordinary course of our operation), government securities and qualified temporary investments (the “75% asset test”). Although the remaining 25% of our assets generally may be invested without restriction, we are prohibited from owning securities representing more than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than another REIT or a taxable REIT subsidiary. Further, no more than 20% of our total assets may be represented by securities of one or more taxable REIT subsidiaries (the “20% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer (the “5% asset test”) other than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the 20% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value-related tests are not satisfied due to changes in the value of the assets of a REIT.

Certain items are excluded from the 10% value test, including: (1) straight debt securities meeting certain requirements; (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any subdivision thereof, the District of Columbia, a non-U.S. government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“10% Value Excluded Securities”). If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not 10% Value Excluded Securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.

A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership. Further, any debt instrument issued by a partnership that is not a 10% Value Excluded Security will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest as a partner in the partnership or (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionate interest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph).

If a REIT or its “qualified business unit” uses a non-U.S. currency as its functional currency, the term “cash” includes such non-U.S. currency, but only to the extent such non-U.S. currency is (i) held for use in the normal course of the activities of the REIT or “qualified business unit” which give rise to items of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the 75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities.

With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as a REIT by disposing of sufficient assets to cure a violation due to the ownership of assets that do not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the violation. For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including

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disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the Internal Revenue Service ("IRS") that describes the non-qualifying assets.

Investments in Taxable REIT Subsidiaries REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries. Unlike a qualified REIT subsidiary, other disregarded entity or partnership, the income and assets of a taxable REIT subsidiary are not attributable to the REIT for purposes of satisfying the income and asset ownership requirements applicable to REIT qualification. Except as noted below with respect to a corporate entity that operates a healthcare or lodging facility, we and any taxable corporate entity in which we own an interest, directly or indirectly, are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.”

Certain of our subsidiaries have elected or will elect taxable REIT subsidiary status. Taxable REIT subsidiaries are subject to full corporate level U.S. federal taxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing the REIT status of their parent REIT. The taxes to which our taxable REIT subsidiaries are subject will reduce the cash available for such taxable REIT subsidiaries to distribute as dividends to us.

The IRS may redetermine amounts from transactions between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing between the parties. Any taxable income allocated to, or deductible expenses allocated away, from a taxable REIT subsidiary would increase its tax liability. Further, redetermined amounts from certain transactions involving a REIT and its taxable REIT subsidiaries could be subject to a 100% tax if not conducted on an arm’s length basis.

A taxable REIT subsidiary does not include any corporation that directly or indirectly operates or manages a lodging facility or a healthcare facility unless such facility is operated on behalf of such subsidiary by a person that is an independent contractor, and certain other requirements are met. The failure of a subsidiary of ours to qualify as a taxable REIT subsidiary as a result of operating a lodging facility or a healthcare facility could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests, and thus could impair the Company’s ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code and pay any tax resulting therefrom.

For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 (“IRA”) imposes among other things, a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) on certain U.S. corporations with average adjusted financial statement income in excess of $1 billion. Although, by its terms, the Corporate AMT is not applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs.

The IRS has issued several notices indicating its intention to propose regulations providing guidance regarding the Corporate AMT and issuing certain interim rules on which taxpayers may rely. Until further regulations and guidance from the IRS is released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that our taxable REIT subsidiaries will be subject to material U.S. federal income taxes under the Corporate AMT.

Investments in REIT Subsidiaries The Company, through Welltower OP, owns and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to the Company. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax and (ii) the Subsidiary REIT’s failure to qualify could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests, and thus could impair the Company’s ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code and pay any tax resulting therefrom.

Annual Distribution Requirements In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gain distributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosure property, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after such declaration. Prior to 2014, with respect to all REITs, the amount distributed could not be preferential. This means that every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class and no class of stock may be treated otherwise than in accordance with its dividend rights as a class (the “preferential dividend rule”). The preferential dividend rule no longer applies to publicly offered REITs; however, the rule is still applicable to REITs which are not publicly offered, which would include several of our Subsidiary REITs. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. As discussed above, we may be subject to an excise tax if we fail to meet certain other distribution requirements. Although we intend to make timely distributions sufficient to satisfy these annual distribution requirements, economic, market, legal, tax or other factors could limit our ability to meet those requirements.

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It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distribute such greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) cash receipts and cash expenditures and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or (2) the payment of expenditures that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange for borrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement.

Under certain circumstances, including in the event of a deficiency determined by the IRS, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year. Thus, we may be able to avoid being disqualified as a REIT and/or taxed on amounts distributed as deficiency dividends; however, we will be required to pay applicable penalties and interest based on the amount of any deduction taken for deficiency dividend distributions.

Failure to Qualify as a REIT If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits and will not be eligible for the 20% deduction under Section 199A of the Code applicable to certain non-corporate shareholders, including individuals, prior to January 1, 2026. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentially significant resulting tax liabilities.

In addition to the relief described above under “Income Tests” and “Asset Tests,” statutory relief is available in the event that we violate a provision of the Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “Income Tests” or “Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.

Material U.S. Federal Income Tax Consequences to Holders of Our Stock and the Debt Securities of the Company and Welltower OP

The following discussion is a summary of the material U.S. federal income tax consequences to you of acquiring, owning and disposing of stock of the Company or debt securities of the Company or Welltower OP. This discussion is limited to holders who hold stock of the Company or debt securities of the Company or Welltower OP as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the alternative minimum tax. In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•U.S. expatriates and former citizens or long-term residents of the U.S.;

•U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•persons holding stock or debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•banks, insurance companies and other financial institutions;

•REITs or regulated investment companies;

•brokers, dealers or traders in securities;

•“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•tax-exempt organizations or governmental organizations;

•persons subject to special tax accounting rules as a result of any item of gross income with respect to stock or debt securities being taken into account in an applicable financial statement;

•persons deemed to sell stock or debt securities under the constructive sale provisions of the Code; and

•persons who hold or receive our stock pursuant to the exercise of any employee stock option or otherwise as compensation.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR STOCK OR DEBT SECURITIES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of stock of the Company or debt securities of the Company or Welltower OP that, for U.S. federal income tax purposes, is or is treated as:

•an individual who is a citizen or resident of the U.S.;

•an entity classified as a corporation for U.S. federal income tax purposes and created or organized under the laws of the U.S., any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our stock or debt securities that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

If an entity treated as a partnership for U.S. federal income tax purposes holds our stock or debt securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding stock of the Company or debt securities of the Company or Welltower OP and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

Taxation of Taxable U.S. Holders of Our Stock

Distributions Generally Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or constructively received. See “Tax Rates” below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations or, except to the extent described in “Tax Rates” below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders, including individuals. For purposes of determining whether distributions to holders of our stock are out of our current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock, if any, and then to our outstanding common stock.

To the extent that we make distributions on our stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as a tax-free return of capital to a U.S. holder to the extent of the U.S. holder’s adjusted tax basis in such shares of stock. This treatment will reduce the U.S. holder’s adjusted tax basis in such shares of stock by such amount, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. U.S. holders may not include in their own income tax returns any of our net operating losses or capital losses.

U.S. holders that receive taxable stock distributions, including distributions partially payable in our common stock and partially payable in cash, would be required to include the full amount of the distribution (i.e., the cash and the stock portion) as a dividend (subject to limited exceptions) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes, as described above. The amount of any distribution payable in our common stock generally is equal to the amount of cash that could have been received instead of the common stock. Depending on the circumstances of a U.S. holder, the tax on the distribution may exceed the amount of the distribution received in cash, in which case such U.S. holder would have to pay the tax using cash from other sources. If a U.S. holder sells the common stock it received in connection with a taxable stock distribution in order to pay this tax and the proceeds of such sale are less than the amount required to be included in income with respect to the stock portion of the distribution, such U.S. holder could have a capital loss with respect to the stock sale that could not be used to offset such income. A U.S. holder that receives common stock pursuant to such distribution generally has a tax basis in such common stock equal to the amount of cash that could have been received instead of such common stock as described above, and has a holding period in such common stock that begins on the day immediately following the payment date for the distribution.

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Capital Gain Dividends Dividends that we properly designate as capital gain dividends will be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income.

Retention of Net Capital Gains We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would:

•include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;

•be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;

•receive a credit or refund for the amount of tax deemed paid by it; and

•increase the adjusted tax basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it.

In addition, a U.S. holder that is a corporation is required to appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations. These Treasury Regulations have not yet been promulgated so the appropriate method for making such adjustment is unclear.

Passive Activity Losses and Investment Interest Limitations Distributions we make and gain arising from the sale or exchange of our stock by a U.S. holder will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder generally may elect to treat capital gain dividends, capital gains from the disposition of our stock and income designated as qualified dividend income, as described in “Tax Rates” below, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Dispositions of Our Stock Except as described below under “Redemption or Repurchase by Us,” if a U.S. holder sells or disposes of shares of our stock, it will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition of the shares and the holder’s adjusted tax basis in the shares. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held such stock for more than one year. However, if a U.S. holder recognizes a loss upon the sale or other disposition of stock that it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as long-term capital gains. The deductibility of capital losses is subject to limitations.

Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits as described above under “Distributions Generally”) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. The redemption or repurchase generally will be treated as a sale or exchange if it:

•is “substantially disproportionate” with respect to the U.S. holder,

•results in a “complete redemption” of the U.S. holder’s stock interest in us, or

•is “not essentially equivalent to a dividend” with respect to the U.S. holder,

all within the meaning of Section 302(b) of the Code.

In determining whether any of these tests has been met, shares of our stock, including common stock and other equity interests in us, considered to be owned by the U.S. holder by reason of certain constructive ownership rules set forth in the Code, as well as shares of our stock actually owned by the U.S. holder, generally must be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to the U.S. holder depends upon the facts and circumstances at the time that the determination must be made, U.S. holders are advised to consult their tax advisors to determine such tax treatment.

If a redemption or repurchase of shares of our stock is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “Distributions Generally.” A U.S. holder’s adjusted tax basis in the redeemed or repurchased shares generally will be transferred to the holder’s remaining shares of our stock, if any. If a U.S. holder owns no other shares of our stock, under certain circumstances, such basis may be transferred to a related person or it may be lost entirely. Prospective investors should consult their tax advisors regarding the U.S. federal income tax consequences of a redemption or repurchase of our stock.

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If a redemption or repurchase of shares of our stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “Dispositions of Our Stock.”

Tax Rates Currently, the maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2) “qualified dividend income” generally is 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate applicable to qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year). Capital gain dividends will only be eligible for the rates described above to the extent that they are properly designated by us as “capital gain dividends.” As mentioned above, U.S. holders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.

Taxation of Tax-Exempt U.S. Holders of Our Stock

Dividend income from us and gain arising upon a sale of shares of our stock generally should not be unrelated business taxable income (“UBTI”) to a tax-exempt U.S. holder, except as described below. This income or gain will be UBTI, however, to the extent a tax-exempt U.S. holder holds its shares as “debt-financed property” within the meaning of the Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.

For tax-exempt U.S. holders that are social clubs, voluntary employee benefit associations or supplemental unemployment benefit trusts exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9) or (c)(17) of the Code, respectively, income from an investment in our shares will constitute UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to certain trusts that hold more than 10%, by value, of the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on ownership and transfer of our stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our common stock is (and, we anticipate, will continue to be) publicly traded, we cannot guarantee that this will always be the case.

Taxation of Non-U.S. Holders of Our Stock

The following discussion addresses the rules governing U.S. federal income taxation of the acquisition, ownership and disposition of our stock by non-U.S. holders. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address other U.S. federal, state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the acquisition, ownership and disposition of shares of our stock, including any reporting requirements.

Distributions Generally Distributions (including any taxable stock distributions) that are neither attributable to gains from sales or exchanges by us of U.S. real property interests (“USRPIs”) nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such dividends are attributable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. Certain certification and disclosure requirements must be satisfied for a non-U.S. holder to be exempt from withholding under the effectively connected income exemption. Dividends that are treated as effectively connected with a U.S. trade or business generally will not be subject to withholding but will be subject to U.S. federal income tax on a net basis in the same manner as dividends paid to U.S. holders are subject to U.S. federal income tax. Any such dividends received by a non-U.S. holder that is a corporation may also be subject to an additional branch profits tax at a 30% rate (applicable after deducting U.S. federal income taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.

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Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:

(1) a lower treaty rate applies and the non-U.S. holder furnishes an IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced treaty rate; or

(2) the non-U.S. holder furnishes an IRS Form W-8ECI (or other applicable documentation) claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business.

Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted tax basis of the holder’s stock, but rather will reduce the adjusted tax basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated as dividend income for certain non-U.S. holders. For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. However, amounts withheld may be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits, provided that certain conditions are met.

Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of U.S. Real Property Interests Distributions to a non-U.S. holder that we properly designate as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to U.S. federal income taxation, unless:

(1) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such dividends are attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to a branch profits tax of up to 30%, as discussed above; or

(2) the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Pursuant to the Foreign Investment in Real Property Tax Act, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or exchanges by us of USRPIs, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively connected with a U.S. trade or business. Non-U.S. holders generally would be taxed at the regular rates applicable to U.S. holders, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. We also will be required to withhold and to remit to the IRS 21% of any distribution to non-U.S. holders attributable to gain from sales or exchanges by us of USRPIs. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S. holder that is a corporation. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of stock that is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the U.S. is not subject to FIRPTA, and therefore, not subject to the 21% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described above with respect to ordinary dividends. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

Retention of Net Capital Gains Although the law is not clear on the matter, it appears that amounts we designate as retained net capital gains in respect of our stock should be treated with respect to non-U.S. holders as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders may be able to offset as a credit against their U.S. federal income tax liability their proportionate share of the tax paid by us on such retained net capital gains and to receive from the IRS a refund to the extent their proportionate share of such tax paid by us exceeds their actual U.S. federal income tax liability. If we were to designate any portion of our net capital gain as retained net capital gain, non-U.S. holders should consult their tax advisors regarding the taxation of such retained net capital gain.

Sale of Our Stock Except as described below under “Redemption or Repurchase by Us,” gain realized by a non-U.S. holder upon the sale, exchange or other taxable disposition of our stock generally will not be subject to U.S. federal income tax unless such stock constitutes a USRPI. In general, stock of a domestic corporation that is a “United States real property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our stock will not, however, constitute a USRPI so long as we are a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly or indirectly by non-U.S. persons, subject to certain rules. For purposes of determining whether a REIT is a

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“domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person. Because our common stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we are or will continue to be a “domestically controlled qualified investment entity.”

Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if:

(1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and

(2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.

In addition, dispositions of our stock by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such class of stock is “regularly traded” and the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (1).

If gain on the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA or otherwise as a result of being effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S., the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA, and if shares of the applicable class of our stock were not “regularly traded” on an established securities market, the purchaser of such stock generally would be required to withhold and remit to the IRS 15% of the purchase price.

Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. See “Redemption or Repurchase by Us” under “Taxation of Taxable U.S. Holders of Our Stock” above. Qualified shareholders and their owners may be subject to different rules and should consult their tax advisors regarding the application of such rules. If the redemption or repurchase of shares is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “Distributions Generally” above. If the redemption or repurchase of shares is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described above under “- Sale of Our Stock.”

Taxation of Holders of Debt Securities of the Company or Welltower OP

The following summary describes the material U.S. federal income tax consequences of acquiring, owning and disposing of debt securities of the Company or Welltower OP. This discussion assumes the debt securities will be issued with less than a statutory de minimis amount of original issue discount for U.S. federal income tax purposes. In addition, this discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the debt securities is sold to the public for cash).

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U.S. Holders

Payments of Interest. Interest on a debt security generally will be taxable to a U.S. holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.

Sale or Other Taxable Disposition A U.S. holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a debt security. The amount of such gain or loss generally will be equal to the difference between the amount received for the debt security in cash or other property valued at fair market value (less amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in the debt security. A U.S. holder’s adjusted tax basis in a debt security generally will be equal to the amount the U.S. holder paid for the debt security. Any gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally will be taxable at reduced rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Payments of Interest. Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S. generally will not be subject to U.S. federal income tax or withholding, provided that:

•the non-U.S. holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the profits or capital in Welltower OP;

•the non-U.S. holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and

•either (1) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a U.S. person and provides its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a U.S. person and provides the applicable withholding agent with a copy of such statement; or (3) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning of the applicable Treasury Regulations) and certain conditions are satisfied.

If a non-U.S. holder does not satisfy the requirements above, such non-U.S. holder will be subject to withholding tax of 30%, subject to a reduction in or an exemption from withholding on such interest as a result of an applicable tax treaty. To claim such entitlement, the non-U.S. holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the U.S. and the country in which the non-U.S. holder resides or is established.

If interest paid to a non-U.S. holder is effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such interest is attributable), the non-U.S. holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that interest paid on a debt security is not subject to withholding tax because it is effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S.

Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular rates. A non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.

The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition A non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement or other taxable disposition of a debt security (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the rules discussed above in “Payments of Interest”) unless:

•the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the U.S. to which such gain is attributable); or

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•the non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the U.S.), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

U.S. Holders A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on stock of the Company or debt securities of the Company or Welltower OP or proceeds from the sale or other taxable disposition of such stock or debt securities (including a redemption or retirement of a debt security). Certain U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exempt and:

•the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

•the holder furnishes an incorrect taxpayer identification number;

•the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or

•the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders Payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a U.S. person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on stock of the Company or interest on debt securities of the Company or Welltower OP paid to the non-U.S. holder, regardless of whether such distributions constitute a dividend or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of such stock or debt securities (including a retirement or redemption of a debt security) within the U.S. or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a U.S. person, or the holder otherwise establishes an exemption. Proceeds of a disposition of such stock or debt securities conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Medicare Contribution Tax on Unearned Income

Certain U.S. holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on stock, interest on debt obligations and capital gains from the sale or other disposition of stock or debt obligations, subject to certain limitations. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our stock or debt securities.

Additional Withholding Tax on Payments Made to Non-U.S. Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on stock of the Company,

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interest on debt securities of the Company or Welltower OP, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock or debt securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend.

Non-U.S. holders should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in stock of the Company or debt securities of the Company or Welltower OP.

Other Tax Consequences

State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax other than income tax. You should consult your tax advisor regarding the effect of state, local and non-U.S. tax laws with respect to our tax treatment as a REIT and on an investment in our stock or debt securities.

In addition, the tax laws and regulations in non-U.S. jurisdictions may impose costs and expenses on the Company, its subsidiaries and assets and investments of the Company held in non-U.S. jurisdictions (including the costs of compliance with and filings under applicable laws, rules and regulations). The Company has substantial assets, and will likely be subject to tax, reporting, legal, regulatory, and other obligations, in the U.K. and Canada. The treatment of an entity for U.S. federal income tax purposes may not be determinative of its treatment for certain state, local, or non-U.S. tax purposes.

Additionally, the Organization for Economic Cooperation and Development has proposed model rules for a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. While the U.S. has not yet enacted rules implementing Pillar 2, both the U.K. and Canada have. Although the Pillar 2 rules can lead to additional taxes (“Pillar 2 Taxes”), including taxes on our profits in the U.S., certain parts of the Pillar 2 rules do not apply to “Real Estate Investment Vehicles” and certain of their affiliates. In the event we do not qualify as a Real Estate Investment Vehicle, or one or more of our affiliates do not qualify as a “subsidiary” that is excluded from the Pillar 2 rules, or we do not otherwise qualify for a safe harbor under the Pillar 2 rules, we or our subsidiaries may be subject to Pillar 2 Taxes. We have undertaken an initial assessment, which determined we will meet the transitional safe harbor for the year ended December 31, 2024. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.

Tax Aspects of Our Investments in Welltower OP and Subsidiary Partnerships

The following discussion summarizes certain U.S. federal income tax considerations applicable to our direct or indirect investments in subsidiary partnerships (including Welltower OP).

Classification as Partnerships We are required to include in our income our distributive share of Welltower OP’s and Subsidiary Partnerships’ income and are entitled to deduct our distributive share of Welltower OP’s and Subsidiary Partnerships’ losses only if the applicable partnership is classified for U.S. federal income tax purposes as a partnership rather than as a corporation or association taxable as a corporation. An organization will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it (1) is treated as a partnership under Treasury regulations relating to entity classification (the “check-the-box regulations”) and (2) is not a “publicly traded partnership” taxable as a corporation.

Under the check-the-box regulations, an unincorporated entity with at least two members may elect to be classified either as an association taxable as a corporation or as a partnership. Generally, if such an entity fails to make an election, it generally will be treated as a partnership for U.S. federal income tax purposes. We believe that Welltower OP is classified as a partnership for U.S. federal income tax purposes.

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). While interests in Welltower OP and Subsidiary Partnerships will not be traded on an established securities market, they could possibly be deemed to be traded on a secondary market or its equivalent due to the redemption rights enabling the limited members to dispose of their interests. A publicly traded partnership will not, however, be treated as a corporation for any taxable year if 90% or more of the partnership’s gross

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income for such year consists of certain passive-type income, including (as may be relevant here) real property rents, gains from the sale or other disposition of real property, interest and dividends (the “90% Passive Income Exception”). The income requirements applicable to us in order for us to qualify as a REIT under the Code and the definition of qualifying income under the Passive Income Exception are very similar. Although differences exist between these two income tests, we do not believe that these differences would cause Welltower OP or Subsidiary Partnerships not to satisfy the 90% Passive Income Exception applicable to publicly traded partnerships.

If for any reason Welltower OP or a Subsidiary Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, our ability to qualify as a REIT could be jeopardized. See “Income Tests” and “Asset Tests.” In addition, any change in Welltower OP’s or a Subsidiary Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution. See “Annual Distribution Requirements.” Further, items of income and deduction of Welltower OP or a Subsidiary Partnership would not pass through to its members, and its members would be treated as shareholders for tax purposes. Consequently, Welltower OP or a Subsidiary Partnership would be required to pay income tax at corporate tax rates on its net income, and distributions to its members would constitute dividends that would not be deductible in computing such Welltower OP’s or Subsidiary Partnership’s taxable income.

Members, Not Partnership, Subject to Tax Except as discussed below in “Revised Partnership Audit Rules,” a partnership itself is not a taxable entity for U.S. federal income tax purposes. Rather, we are required to take into account our allocable share of each partnership’s income, gains, losses, deductions and credits for any taxable year of the partnership ending during our taxable year, without regard to whether we have received or will receive any distribution from such partnership.

Partnership Allocations Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations promulgated thereunder. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by considering all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Welltower OP’s and each Subsidiary Partnerships’ allocations of taxable income, gain and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.

Tax Allocations with Respect to Certain Properties Pursuant to Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner such that the contributing partner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (a “Book-Tax Difference”). Such allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. Welltower OP’s partnership agreement requires such allocations to be made in a manner permitted under Section 704(c) of the Code.

In general, the members who contribute property to Welltower OP will be allocated depreciation deductions for tax purposes which are lower than such deductions would be if determined on a pro rata basis. In addition, in the event of the disposition of any of the contributed assets (including our properties) which have a Book-Tax Difference, all gain or loss attributable to such Book-Tax Difference (to the extent not previously taken into account) will generally be allocated to the contributing members, including us, and other members will generally be allocated only their share of income attributable to gain or loss, if any, occurring after such contribution. This will tend to eliminate the Book-Tax Difference over the life of Welltower OP. However, the special allocation rules of Section 704(c) do not always entirely eliminate the Book-Tax Difference on an annual basis or with respect to a specific taxable transaction such as a sale. Thus, the carryover basis of the contributed assets in the hands of Welltower OP may cause us to be allocated lower depreciation and other deductions, and possibly an amount of taxable gain in the event of a sale of such contributed assets in excess of the economic or book income allocated to us as a result of such sale.

A Book-Tax Difference may also arise as a result of the revaluation of property owned by a partnership in connection with certain types of transactions, including in connection with certain non-pro rata contributions of assets to, or distributions of assets by, Welltower OP in exchange for, or in redemption of, interests in Welltower OP. In the event of such a revaluation, the members (including us) who were members in the partnership immediately prior to the revaluation will be required to take any Book-Tax Difference created as a result of such revaluation into account in substantially the same manner as under the Section 704(c) rules discussed above. This would result in us being allocated income, gain, loss and deduction for tax purposes in amounts different than the economic or book income allocated to us by the partnership.

The application of Section 704(c) to Welltower OP may cause us to recognize taxable income in excess of cash proceeds, which might adversely affect our ability to comply with the REIT distribution requirements. See “Annual Distribution Requirements.” The foregoing principles also apply in determining our earnings and profits for purposes of determining the portion of distributions taxable as dividend income. The application of these rules over time may result in a higher portion of distributions being taxed as dividends than would have occurred had we purchased the contributed or revalued assets at their agreed values.

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The IRS has issued regulations requiring partnerships to use a “reasonable method” for allocating items affected by Section 704(c) of the Code and outlining several reasonable allocation methods. We have the discretion to determine which of the methods of accounting for Book-Tax Differences (specifically approved in the Treasury regulations) will be elected with respect to any properties contributed to or revalued by Welltower OP. We have not determined which method of accounting for Book-Tax Differences will be elected for properties contributed to or revalued by Welltower OP in the future.

Basis in Partnership Interest Our adjusted tax basis in a partnership interest generally is equal to:

•the amount of cash and the adjusted tax basis of any other property contributed (or deemed contributed) by us to the partnership,

•increased by our allocable share of the partnership’s income, and

•reduced, but not below zero, by

◦our allocable share of the partnership’s loss, and

◦the amount of cash and the basis of any property distributed (or deemed distributed) to us.

If the allocation of our distributive share of the partnership’s loss would reduce the adjusted tax basis of our partnership interest in the partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss would not reduce our adjusted tax basis below zero. To the extent that the partnership’s distributions (including deemed distributions) would reduce our adjusted tax basis below zero, such distributions would constitute taxable gain to us, which could be treated as ordinary income or long-term or short-term capital gain.

Partnership Audit Rules A partnership (and not its partners) must pay any “imputed underpayments,” consisting of delinquent taxes, interest and penalties deemed to arise out of an audit of the partnership, unless certain alternative methods are available, and the partnership elects to utilize them. The IRS has issued regulations providing details on many of these provisions, but it is still not entirely clear how all of these rules will be implemented. Accordingly, it is possible that in the future, we and/or any partnership in which we are a partner could be subject to, or otherwise bear the economic burden of, U.S. federal income tax, interest and penalties resulting from a U.S. federal income tax audit.

Internet Access to Our SEC Filings

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxy statements and other materials that are filed with, or furnished to, the Securities and Exchange Commission (“SEC”) are made available, free of charge, on the Internet at www.welltower.com/investors, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K and our web address is included as an inactive textual reference only.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued qualification as a REIT; and our ability to access capital markets or other sources of funds. 

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to:

•the impact of macroeconomic and geopolitical developments, including economic downturns, elevated inflation and interest rates, political or social conflict, unrest or violence or similar events;

•the status of capital markets, including availability and cost of capital;

•issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements, public perception of the healthcare industry and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance;

•changes in financing terms;

•competition within the healthcare and seniors housing industries;

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•negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans;

•our ability to transition or sell properties with profitable results;

•the failure to make new investments or acquisitions as and when anticipated;

•natural disasters, public health emergencies and extreme weather affecting our properties;

•our ability to re-lease space at similar rates as vacancies occur;

•our ability to timely reinvest sale proceeds at similar rates to assets sold;

•operator/tenant or joint venture partner bankruptcies or insolvencies;

•the cooperation of joint venture partners;

•government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements;

•liability or contract claims by or against operators/tenants;

•unanticipated difficulties and/or expenditures relating to future investments or acquisitions;

•environmental laws affecting our properties;

•changes in rules or practices governing our financial reporting;

•the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies;

•our approach to artificial intelligence ("AI");

•our ability to maintain our qualification as a REIT;

•key management personnel recruitment and retention; and

•the other risks and uncertainties described under “Item 1A — Risk Factors.”

We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

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Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation" and our consolidated financial statements and the related notes, before making an investment decision.

The risks described below are not the only risks or uncertainties we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your original investment. Additionally, while some of the factors, events and contingencies described herein may have occurred in the past, the disclosures herein are not representations as to whether or not they have occurred, and are instead provided because future occurrences thereof could adversely affect Welltower. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest rates may amplify many of the risks discussed below to which we are subject. The extent of the impact of macroeconomic and geopolitical developments, including public health crises, on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.

Risk Factor Summary

The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.

Risks Arising from Our Business:

Our business model and the operations of our business involve risks, including those related to:

•operational and legal risks with respect to our properties;

•the ability of operators and tenants to make payments to us;

•investments in and acquisitions of healthcare and seniors housing properties;

•unknown liability exposure related to acquired properties;

•competition for acquisitions may result in increased prices;

•our joint venture partners;

•our ability to replace our managers on a timely and successful basis;

•the impacts of severe cold and flu seasons or other widespread illnesses or public health crises and government reaction thereto, on occupancy;

•the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors;

•ownership of property outside the U.S.;

•our ability to lease or sell properties on favorable terms;

•tenant, operator and manager insurance coverage;

•loss of properties owned through ground leases upon breach or termination of the ground leases;

•requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding;

•controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay;

•our operators’ or tenants’ failure to comply with federal, state, province, local and industry-regulated licensure, certification and inspection laws, regulations and standards;

•unfavorable resolution of pending and future litigation matters and disputes;

•development, redevelopment and construction;

•bank failures or other events affecting financial institutions;

•losses caused by severe weather conditions, natural disasters or the physical effects of climate change;

•costs incurred to remediate environmental contamination at our properties;

•our reliance on data and technology systems and the increasing risks of cybersecurity incidents;

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•evolving privacy regulations;

•Sustainability-related laws, regulations, commitments and stakeholder expectations;

•our approach to AI;

•negative publicity regarding the healthcare industry;

•our dependence on key personnel; and

•Welltower's holding company status.

Risks Arising from Our Capital Structure

Our capital structure involves exposure to risks, including those related to:

•our future leverage;

•the availability of cash for distributions to stockholders;

•covenants in our debt agreements;

•limitations on our ability to access capital;

•any downgrades in our credit ratings; and

•elevating or increasing interest rates.

Risks Arising from Our Status as a REIT

As a result of our status as a REIT, we are exposed to risks, including those related to:

•our ability to remain qualified as a REIT;

•Welltower OP's ability to maintain status of a partnership;

•the ability of our subsidiaries to qualify as a REIT;

•the impact of tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes;

•the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions;

•our limited ability to use taxable REIT subsidiaries under the Code;

•special requirements applicable to the lease of qualified healthcare properties to a taxable REIT subsidiary;

•tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases";

•changes in our tax rate or exposure to additional tax liabilities; and

•the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 and the proposed regulations thereunder.

Risks Factors

This section highlights significant factors, events and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. These risk factors do not identify all risks that we face: our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. We group these risk factors into three categories:

•Risks arising from our business;

•Risks arising from our capital structure; and

•Risks arising from our status as a REIT. 

Risks Arising from Our Business

We are exposed to operational and legal risks with respect to our properties that could adversely affect our revenue and operations

Although we have some general oversight approval rights and the right to review operational and financial reporting information with respect to our properties, our operators, managers and tenants are ultimately in control of the day-to-day business of the property, including clinical decision-making. As a result, we face operational risks related to, among other things, fluctuations in occupancy experienced during the normal course of business; Medicare and Medicaid reimbursement, if applicable and private pay rates; economic conditions; labor and employment matters (including increases in the cost of labor for us or our operators or tenants); competition; compliance with federal, state, local and industry-regulated licensure, certification, inspection, fraud and abuse, reimbursement, data privacy, cybersecurity and other laws, regulations and standards, as applicable; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and litigation involving our properties or

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residents/patients. Any one or a combination of these factors may adversely affect our revenue and operations and could eventually lead to impairment of our properties. For example, in cases where our taxable REIT subsidiary (“TRS”) is required to hold a healthcare license and enroll in a government healthcare program (e.g., Medicare or Medicaid), penalties for failure to comply with applicable healthcare laws may include loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government healthcare programs, administrative sanctions and civil monetary penalties. In addition, we have entered into joint ventures with respect to certain of our properties that were structured under the provisions of RIDEA, which permits REITs to participate directly in the cash flow of “qualified healthcare properties” (as compared to receiving only contractual rent payments), but requires them to rely on an operator to manage and operate the property, including complying with laws and providing resident care. However, as the owner of the property under a RIDEA structure, we are responsible for, and our financial performance is impacted by, operational and legal risks and liabilities of the property, including those described above, even though we have limited ability to control or influence our operators’ management of these risks. If these or other operational or legal risks occur with respect to our properties, our business could suffer and our financial position, results of operations or cash flows may be materially affected.

Decreases in our operators’ or tenants' revenues or increases in our operators’ or tenants' expenses, including as a result of increased labor costs, could affect their ability to make payments to us

We have very limited control over the success or failure of our operators' or tenants' businesses and, at any time, an operator or tenant may experience a downturn in their business that weakens their financial condition. Our operators’ and tenants' revenues are primarily driven by occupancy, private pay rates and Medicare and Medicaid reimbursement, if applicable. Expenses are primarily driven by the costs of labor, supplies, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and are expected to continue to, come under pressure due to reimbursement cuts and state budget shortfalls and changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies may result in reductions in our operators’ or tenants’ revenues and affect our operators’ and tenants’ ability to meet their obligations to us. In addition, geopolitical tensions or conflicts, such as the ongoing conflicts between Russia and Ukraine and in the Middle East, economic downturns, elevated inflation and interest rates, natural disasters, weather events, terrorist attacks, epidemics or other outbreaks of disease, political or social unrest or violence, or similar events, globally or in any of our markets, could adversely affect our operators’ and tenants' revenues, which would in turn affect our results of operations.

Operating and borrowing costs have increased, and are expected to continue to increase, for our operators and tenants. In particular, our operators' and tenants' businesses have experienced increases in labor costs resulting from shortages of medical and non-medical staff. A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, increased wages offered by other employers and government regulations. For example, California SB-525, which became effective in June 2024, requires certain healthcare facility employers to pay wages for certain covered employees that are higher than other state-mandated minimum wages. In some geographic areas, the scarcity of specialized medical personnel, experienced senior care professionals and other workers has been an operating issue affecting a wide range of healthcare providers and senior care and housing facilities. Such shortages have and may continue to impact the operations of our operators and tenants, resulting in increased labor and operating costs. Labor shortages or cost inflation may impact our operators' and tenants' abilities to comply with minimum staffing requirements under applicable federal and state regulations. Failure to comply with these requirements can, among other things, jeopardize a facility's compliance with the conditions of participation under relevant state and federal healthcare programs. In addition, if a facility is determined to be out of compliance with these requirements, it may be subject to fines and other regulatory penalties, including the suspension of patient admissions, the termination of Medicaid participation or the suspension or revocation of licenses.

To the extent that any decrease in revenues and/or any increase in operating expenses result in an operator or tenant not generating enough cash to make payments to us, the credit of our operator or tenant and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need to record an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any such impairment or loss on sale would negatively affect our financial results. These risks are magnified where we lease multiple properties to a single operator or tenant under a master lease, as a failure or default under a master lease would expose us to these risks across multiple properties. Although our lease agreements give us the right to exercise certain remedies in the event of default on the obligations owing to us, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us 

The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other healthcare providers that provide comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, clinical conditions and safety, including as a result of any widespread illness or epidemic, consumer confidence in and public perception about such healthcare services and financial condition, physical appearance of the properties, price and location. In addition, in light of labor shortages for medical and non-medical workers in many geographic areas, our operators and tenants may increasingly compete to attract qualified and experienced

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employees. Our operators and managers could encounter increased competition in the future that could limit their ability to attract residents and employees or expand their businesses. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that meet our expected yields and fulfill their obligations to us. If our operators and managers cannot compete effectively or if there is an oversupply of facilities, their financial performance could have a material adverse effect on our financial results.

Our investments in and acquisitions of healthcare and seniors housing properties may be unsuccessful or fail to meet our expectations 

Some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business, including, in each case, as a result of downturns in local economies, changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties or regional climate events. If we agree to provide construction funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may result in significant costs and negatively affect our results of operations, including as a result of volatility in the price of construction materials or labor. Investments in and acquisitions of seniors housing and healthcare properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordance with anticipated timing, on anticipated terms, or at all. We may be unable to obtain or assume financing for acquisitions on favorable terms or at all. Healthcare properties are often highly customizable, and the development or redevelopment of such properties may require costly tenant-specific improvements. The actual costs of development or redevelopment may be greater than our estimates. We have experienced delays and disruptions to property redevelopment as a result of supply chain issues and construction material and labor shortages and may experience additional or more significant such delays in the future. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. Acquired properties may be located in new markets, either within or outside the U.S., where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, hiring and retaining key personnel and unfamiliarity with local governmental and permitting procedures. These risks may be exacerbated by the volume and complexity of such activity, as well as by geopolitical tension or instability, political and social conditions, inflationary pressures, interest rate fluctuations, climate and weather-related risks and supply chain disruptions. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and redevelopment opportunities and may lead to impairment of such assets. 

Acquired properties may expose us to unknown liability

We may acquire properties or invest in joint ventures that own properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based on ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include, among others: liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors and others indemnified by the former owners of the properties.

Competition for acquisitions may result in increased prices for properties

In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective dispositions, in a timely manner. We face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, developers, partnerships and individual investors. In addition, the limited development occurring during the COVID-19 pandemic continues to depress the number of new properties available. This competition may adversely affect us by subjecting us to the following risks: we may be unable to acquire a desired property because of competition from other well-capitalized real estate investors, some of whom may have greater financial resources and lower costs of capital, and, even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price.

Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their obligations and disputes between us and our partners 

We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any

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time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent contrary to our instructions or requests; our joint venture partners may have competing interests in our markets that could create conflicts of interests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status. In some instances, we and/or our partner may have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, acquire our partner’s interest or sell the underlying asset at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retain it. On the other hand, our ability to transfer our interest in a joint venture to a third party may be restricted at a time when we would otherwise prefer to sell it, and the market for such interest may be limited and/or valued lower than fair market value. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of a property.

We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace operators if our management agreements are terminated or not renewed

We are party to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties. Although we have the right to terminate any of our management agreements, whether upon the occurrence of certain events or for no cause, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective. Any transition to a new manager would most likely require regulatory approval and potentially the approval of the holders of any liens on the property. The failure to replace a manager on a timely or successful basis, as well as the failure to receive required approvals, could have an adverse effect on the properties and our revenue.

A severe cold and flu season, epidemics or any other widespread illnesses or public health crisis and government reaction thereto, could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties

Our business and operations are exposed to risks from, severe cold and flu seasons or the occurrence of other epidemics, pandemics, widespread illnesses or public health crises, as occurred during the height of the COVID-19 pandemic. Our revenues and our operators' revenues are dependent on occupancy and the occupancy of our Seniors Housing Operating and Triple-net properties could significantly decrease in the event of a severe cold and flu season, or other epidemics, pandemics, widespread illness or public health crises. Such a decrease would affect the operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make payments to us. In addition, a future epidemic, pandemic, widespread illness or public health crisis could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents or see a reduction in occupancy, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results. 

The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) operators and tenants could experience deteriorating financial conditions and be unable or unwilling to pay payments to us on time and in full; (ii) we may have to restructure operators' or tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) we may experience increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which introduce additional operational risks including cybersecurity risks; (iv) increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees during periods of widespread illness like at the height of the COVID-19 pandemic including labor shortages resulting from macroeconomic trends; and (v) costs of development including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.

The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition 

We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager, or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or

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delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator's financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash flow may be adversely affected. 

Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations 

We have operations in the U.K. and Canada, which represent 10.9% and 7.0% of total Welltower revenues, respectively. International development, ownership and operating activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory and economic conditions (regionally, nationally and locally) including, challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.

Further, our operations in the U.K. may be adversely impacted by global and local economic volatility experienced as a result of geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and in the Middle East, elevated inflation and interest rates, the energy crisis that has seen supply shortages and higher oil, gas and electricity prices, volatility in commodity prices, credit and capital markets, an increase in cybersecurity incidents, as well as labor market challenges affecting the cost, recruitment and retention of employees.

If our tenants do not renew their existing leases, or if we are required to sell properties for liquidity reasons, we may be unable to lease or sell the properties on favorable terms, or at all

We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are not renewed, we would be required to find other tenants to occupy those properties or sell them. There can be no assurance that we would be able to identify suitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease those properties at all. Our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire. In addition, our ability to reposition our properties with a suitable replacement tenant or operator could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms.

Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses. Our ability to quickly sell or exchange any of our properties in response to changes in operator, economic and other conditions will be limited. Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the decline of commercial real estate as a result of elevated interest rates, inflation and depressed property values across sectors. No assurances can be given that we will recognize full value for any property that we are required to sell. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and healthcare industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. 

Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses 

We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits, and deductibles that we believe are customary for similarly situated companies in our industry and we frequently review our insurance programs and requirements. Our tenants, operators and managers may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require

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the same levels of insurance coverage under our lease, management, and other agreements, which could adversely affect us in the event of a significant uninsured loss. We cannot make any guarantee as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers. Insurance may not be available at a reasonable cost in the future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event. This may be especially the case due to increases in property insurance costs as a result of extreme weather events or otherwise. For example, the U.S. flood insurance market has been influenced by, among other things, the increasing occurrence of flood events and the introduction of a new governmental risk rating system, resulting in significant changes in the availability and affordability of coverage.

In addition, in recent years, long-term/post-acute care and seniors housing operators and managers have experienced substantial increases in both the number and size of patient care liability claims. As a result, general and professional liability costs have increased in some markets. Moreover, the rise in outsized jury verdicts and/or intensifying natural disasters could threaten policy limits and/or sub-limits, which may result in the exhaustion of available insurance coverage for the remainder of the policy year. Finally, our use, and the usage by some of our tenants, operators and managers of self-insurance and/or use of a wholly owned captive insurance company, if not adequately funded, could have a material adverse effect on our liquidity and that of our tenants, operators and managers.

Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases 

We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties in the future through the purchase of interests in ground leases. Many of these ground leases impose significant limitations on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us.

The requirements of, or changes to, governmental reimbursement programs, such as Medicare, Medicaid or government funding, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us 

Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator, manager or tenant receives a significant portion of its revenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, change-of-ownership rules, government funding restrictions (at a program level or with respect to specific facilities), any lapse in Congressional funding of the Centers for Medicare and Medicaid Services and interruption or delays in payments due to any ongoing government investigations and audits at such property. Federal and state authorities may continue seeking to implement new or modified reimbursement methodologies that may negatively impact healthcare property operations. See “Item 1 - Business - Certain Government Regulations - United States - Reimbursement” above for additional information. Healthcare reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. There can be no assurance that adequate reimbursement levels will be available for services provided by any property operator or manager, whether the property receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor to meet its obligations to us. In addition, if a partial or total federal government shutdown were to occur for a prolonged period of time, federal government payment obligations, including its obligations under Medicaid and Medicare, may be delayed. Similarly, if state government shutdowns were to occur, state payment obligations may be delayed. If the federal or state governments fail to make payments under these programs on a timely basis, our business could suffer and our financial position, results of operations or cash flows may be materially affected.

Since January 1, 2014, the Health Reform Laws have provided those states that expand their Medicaid coverage to otherwise ineligible state residents with incomes at or below 138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. The federal government substantially funds the Medicaid expansion and as of December 2024, the number of states implementing expansion has grown to more than 80% of all states. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our tenants.

Health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings. Further the impact that the results of the 2024 Presidential and Congressional elections and potential subsequent developments may have on health reform (including through new legislative, executive or regulatory efforts) remains uncertain, and any changes will likely take time to unfold and could have an impact on coverage and reimbursement for healthcare items and services covered by plans that were authorized by the Health Reform Laws. If the operations, cash flows

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or financial condition of our operators, managers and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. More generally, and because of the dynamic nature of the legislative and regulatory environment for healthcare products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business or that of our operators and tenants. 

If controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our healthcare facilities, the financial condition or results of operations of those tenants could be adversely affected

Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our healthcare facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who provide healthcare services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and/or renew those leases upon expiration, which could have a material adverse effect on us.

Our operators’, managers' or tenants’ failure to comply with federal, state, province, local and industry-regulated licensure, certification and inspection laws, regulations and standards could adversely affect such operators’, managers' or tenants’ operations, which could adversely affect their ability to meet their obligations to us 

Our operators, managers and tenants generally are subject to or impacted by varying levels of federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards. These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our facilities and how our operators, managers and tenants conduct their business, such as fire, health and safety, data security and privacy laws; federal and state laws affecting hospitals, clinics and other healthcare communities that participate in both Medicare and Medicaid that specify reimbursement rates, pricing, reimbursement procedures and limitations, quality of services and care, background checks, food service and physical plants and similar foreign laws regulating the healthcare industry; resident rights laws (including abuse and neglect laws) and fraud laws; anti-kickback and physician referral laws; the Americans with Disabilities Act of 1990 and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar foreign agencies. Our operators’, managers' or tenants’ failure to comply with any of these laws, regulations or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state healthcare programs, civil liability and in certain limited instances, criminal penalties, material restrictions on or loss of license, closure of the facility and/or the incurrence of considerable costs arising from an investigation or regulatory action. Such actions may have an effect on our operators’, managers' or tenants’ ability to make lease payments to us and, therefore, adversely impact us. In addition, we may be directly subject to these laws, regulations and standards, as well as potential investigation or enforcement and liability, as a result of our RIDEA-structured arrangements and certain other arrangements, we may pursue with healthcare entities who are directly subject to these laws. See “Item 1 - Business - Certain Government Regulations - United States - Fraud & Abuse Enforcement” and “Item 1 - Business - Certain Government Regulations - United States - Healthcare Matters - Generally” above.

Many of our properties may require a license, registration and/or CON to operate. Failure to obtain a license, registration or CON, or loss of a required license, registration or CON would prevent a facility from operating in the manner intended by the operators, managers or tenants. These events could materially adversely affect our operators’, managers' or tenants’ ability to make a profit or our operators', managers' or tenants' ability to make rent or other obligatory payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of healthcare facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” above. 

In addition, we cannot assure you that future changes in government regulation will not adversely affect the healthcare industry, including our operators, managers or tenants, nor can we be certain that our operators, managers or tenants will achieve and maintain occupancy and rate levels or labor cost levels that will enable them to satisfy their obligations to us.

Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition

From time to time, we are directly involved or named as a party in legal proceedings, lawsuits and other claims that involve class actions, disputes regarding property damage, care matters and other issues. We also are named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators, tenants or managers in which such operators, tenants or managers have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators and managers in certain states regarding employee and

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government requirements concerning wage and hour claims and fair housing complaints, as well as class action lawsuits related to staffing and care. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. An unfavorable resolution of pending or future litigation or legal proceedings may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses, significantly divert the attention of management and could damage our reputation and our brand. In addition, any such resolution could involve our agreement to terms that restrict the operation of our business. We cannot guarantee losses incurred in connection with any current or future legal or regulatory proceedings or actions will not exceed any provisions we may have set aside in respect of such proceedings or actions or will not exceed any available insurance coverage.

Development, redevelopment and construction risks could affect our profitability

We invest in various development and redevelopment projects. In deciding whether to acquire, develop or redevelop a particular property, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected construction costs, lease up velocity, occupancy, rental rates, operating expenses, capital costs and future competition. If our financial projections with respect to a new property are inaccurate, the property may fail to perform as we expected in analyzing our investment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals.

Our development, redevelopment and construction projects are vulnerable to the impact, and have been impacted by, material shortages, labor rates, price volatility and inflation. For example, shortages and fluctuations in the price of lumber, electrical equipment or in other important raw materials have resulted in and could continue to result in delays in the start or completion of, or increase the cost of, developing one or more of our projects. Pricing for labor and raw materials can be affected by various national, regional, local, economic and political factors, including changes to immigration laws that impact the availability of labor or tariffs on imported construction materials. These macroeconomic trends have been, and may continue to be, exacerbated by supply chain disruptions, fluctuations in interest rates, the conflicts between Russia and Ukraine and in the Middle East and other international and domestic events impacting the macroeconomic environment. Additional conditions and risks affecting our development, redevelopment and construction projects include: (i) liability if our communities are not constructed in compliance with the accessibility provisions of the Americans with Disabilities Acts, the Fair Housing Act or other federal, state or local requirements, which noncompliance could result in imposition of fines, an award of damage to private litigants and a requirement that we undertake structural modifications to remedy the noncompliance; (ii) cost overruns, especially in the current geopolitical transition environment regarding tariffs, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iii) the potential for fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (iv) the potential that we may expend funds and management time, or fail to recover expenses already incurred, if we do not complete projects already started or abandon development or redevelopment opportunities after we begin to explore them; (v) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or development or redevelopment costs; (vi) the possibility that properties will be leased at below expected rental rates, (vii) to the extent the development or redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture partners and the potential that we miss certain project management deadlines and (ix) changing technologies and cultural trends that may negatively impact future demand for our properties.

In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, or satisfactory tax rates, incentives or abatements. Operators or managers of new facilities we construct may need to obtain Medicare and Medicaid certification and enter into Medicare and Medicaid provider agreements and/or third-party payor contracts. In the event that the operator or manager is unable to obtain the necessary licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts, or we find and contract with a new operator or manager that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts. We have experienced such delays in obtaining necessary licensing for constructed properties and may experience additional or more significant delays in the future.

We rely on our development managers, general contractors and subcontractors to oversee and manage day-to-day construction activities. If any such party underperforms or experiences financial or other problems during the construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns and may need to exercise contractual remedies against such party, which may include termination of the applicable underlying service contract. In the event such termination occurs mid-construction, we would likely need to engage a new service provider, which could result in additional costs and delays as the transition between providers occurs.

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The above-described factors could result in increased costs or our abandonment of these projects. In addition, we may abandon opportunities we have begun to investigate, for a range of reasons, including changes in expected financing or construction costs, adverse changes in expected rents or expenses, adverse environmental and/or geotechnical findings, conditions to zoning approval, legal and regulatory hurdles, including moratoriums on development and redevelopment activities, changes in market and economic conditions, natural disasters and other catastrophic events, damage, vandalism or accidents, higher requirements for capital improvements, decreased demand due to competition or other market and economic conditions or defects that we do not discover through the inspection processes, which would result in additional expenses beyond those originally expected. In addition, we may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction and lease-up of a property on budget and on schedule, which could result in increased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for significant cash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance. 

Bank failures or other events affecting financial institutions could have a material adverse effect on our and our operators' and tenants' liquidity, results of operations and financial condition

The failure of a bank, or events involving limited liquidity, defaults, non-performance, or other adverse conditions in the financial or credit markets impacting financial institutions, or concerns or rumors about such events, may adversely impact us, either directly or through an adverse impact on our tenants, operators and borrowers. A bank failure or other event affecting financial institutions could lead to disruptions in our or our tenants', operators' and borrowers' access to bank deposits or borrowing capacity, including access to letters of credit from certain of our tenants relating to lease obligations. In addition, our or our tenants', operators' and borrowers' deposits in excess of the Federal Deposit Insurance Corporation limits may not be backstopped by the U.S. government, and banks or financial institutions with which we or our tenants, operators and borrowers do business may be unable to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis. Any adverse effects to our tenants', operators' or borrowers' liquidity or financial performance could affect their ability to meet their financial and other contractual obligations to us, which could have a material adverse effect on our business, results of operations and financial condition.

We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase of our or our tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property 

A large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions or natural disasters such as hurricanes, wildfires, freeze events in warmer climates, earthquakes, tornadoes and floods, as well as the effects of climate change. For example, in 2024, various parts of the U.S. and our portfolio were impacted by Hurricanes Beryl, Debby, Helene and Milton, as well as from wildfires in a number of geographies, among other events, including one of our properties which suffered severe damage.

While we believe, given current industry practice and analysis prepared by outside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, wildfires, freeze events, earthquakes, tornadoes, floods, wildfires and other severe weather conditions and natural disasters, including the effects of climate change. We are always subject to the risk that such insurance will not fully cover all losses and depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including the costs associated with evacuation. Moreover, an increase in volatility and difficulty predicting adverse weather events, such as the changes in tornado patterns in recent years, may result in additional losses. Intensifying natural disasters, climate change and extreme weather events, coupled with the current economic climate, have directly affected the availability of insurance premiums, deductibles and the capacity insurers are willing to underwrite. These factors may lead to an increase of our and our operators' or tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our or our operators' or tenants’ judgment, the value of the coverage relative to the risk of loss, and as a result, we may determine to self-insure more of our exposure, absorb more below deductible losses and look for alternative means of risk transfer. Also, changes in federal and state legislation and regulation relating to climate change could result in increased capital expenditures to improve the energy efficiency and resiliency of our existing properties and could also necessitate us to spend more on our new development properties without a corresponding increase in revenue.

To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Weather events also have indirect effects on our business by increasing the cost of energy and maintenance at our properties. Should the impact of climate change be material, including significant property damage to or destruction of our communities, or occur for lengthy periods of time, our financial

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condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.

We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business or financial condition

Under various laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our operators, tenants or borrowers are primarily responsible for the condition of the property. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Those assessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmental liabilities arise. Based on such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition or the business or financial condition of our obligors. 

Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability

Our business is at risk from and may be impacted by cybersecurity incidents, including attempts to gain unauthorized access to our confidential data through social engineering attacks or other malicious activity, attempts to interrupt our access to, or use of information technology systems through distributed denial-of-service or ransomware attacks, data extortion attempts, insider threats, incidents related to our increased receipt and use of data from multiple sources and other cybersecurity incidents within our environment or our business partners' environments, including those resulting from human error, product defects and technology failures. Such cyber incidents can range from individual attempts to gain unauthorized access to our or our business partners' information technology systems to more sophisticated security threats and may be specifically targeted to our business or more general industry wide risks. While we employ a number of measures designed to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing or detecting a cybersecurity threat. The cybersecurity threat landscape is rapidly evolving and threat actors may leverage new and evolving technologies, such as AI, previously unknown vulnerabilities to perpetrate attacks, as well as sophisticated anti-forensics techniques to evade detection. We may be unable to anticipate evolving techniques, implement adequate cybersecurity barriers or other preventative measures, mitigate the risks from and recover from a cybersecurity incident without operational impact, and thus it is impossible for us to entirely mitigate this risk. Additionally, the use of AI by us or our business partners may create new cybersecurity vulnerabilities, including those which may not be recognized at the time, and malicious actors may employ AI to aid in launching more sophisticated and effective cybersecurity incidents. We regularly defend against, respond to and mitigate risks from cybersecurity incidents; however, there is no assurance that such impacts will not be material in the future. Cybersecurity incidents could disrupt our or our critical business partners’ business, damage our reputation, cause us to incur significant remediation expense and expose us to legal or regulatory claims or proceedings, including enforcement actions under data privacy or disclosure regulations. We maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our cybersecurity and information technology infrastructure. However, our insurance coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.

Evolving privacy regulations could expose our business to reputational harm and losses

We are subject to continuously evolving and developing laws and regulations in the U.S. and abroad that concern data privacy and protection, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data, which have required or may require us to incur additional expenses and may expose us to additional risks. We and our operators and managers are subject to numerous such laws and regulations governing the protection of personal and confidential information of our clients, residents and/or employees, including U.S. federal and state laws (including the California Consumer Privacy Act and HIPAA) and non-U.S. laws, such as the U.K. General Data Protection Regulation ("GDPR") and the E.U. GDPR, which impose a number of obligations on us. These obligations vary from state to state and country to country, but generally include accountability and transparency requirements. Some jurisdictions (including the E.U. and U.K.) impose restrictions on transfers of data from their jurisdictions to jurisdictions that they do not consider adequate. This may have implications for our cross-border data flows and may result in additional compliance costs.

Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the company and the nature, gravity and duration of, the violation. Additionally, in some jurisdictions, data subjects may have a right to compensation for financial or non-financial losses. Complying with these laws may cause us or our operators and managers to incur substantial operational and compliance costs or require us to change our business practices. Despite efforts to bring our practices into compliance with these laws, we or our operators and managers may not be successful either due to internal or external factors such as resource allocation limitations or a lack of cooperation among our business partners. Such laws may be

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interpreted and applied differently depending on the jurisdiction and continue to evolve, making it difficult to predict how they may develop and apply to us. Non-compliance or alleged non-compliance with laws, contractual agreements or industry standards could result in scrutiny or proceedings against us by governmental entities, regulators, our business partners, residents of our communities, data subjects, suppliers, vendors, or other parties. Further, there is a risk that compliance measures we undertake will not be implemented correctly or that individuals within our business or those of our business partners will not be fully compliant with legal obligations. If there are breaches of these measures, we could face significant administrative and monetary sanctions, as well as reputational damage, which may have a material adverse effect on our operations, financial condition and prospects.

Sustainability-related laws, regulations, commitments and stakeholder expectations impose additional cost and expose us to numerous risks

Investors and other stakeholders have become increasingly focused on understanding how companies address a variety of sustainability factors. Investors may consider a company's sustainability-related business practices, commitments, scores and reporting, including the company's disclosures and sustainability rating systems developed by third parties, as they evaluate investment decisions. The criteria used in these rating systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us or other companies accurately or that we will be able to score well as such criteria change. We supplement our participation in ratings systems with published disclosures of our sustainability activities, but some investors may desire other disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, score well in third-party rating systems or provide certain sustainability disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our common stock, which could adversely affect our stock price. We have made, and expect to continue to make, such commitments and disclosures related to sustainability initiatives and goals. Statements related to sustainability goals, targets and objectives reflect our current plans and do not constitute a guarantee that such goals, targets or objectives will be achieved. Our ability to achieve any stated goal, target or objective, including with respect to emissions reduction, is subject to numerous factors and conditions, some of which are outside of our control. Our failure or perceived failure to pursue or fulfill our sustainability goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.

In addition, laws, regulations and standards for tracking and reporting on sustainability matters, including emissions, remain inconsistent and continue to evolve. The adoption of further regulations or changes in investor preferences related to sustainability and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures. Other impacts related to sustainability matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business. Our business may also face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets and objectives that we announce, and our methodologies and timelines for pursuing them.

At the same time, an increasing number of stakeholders, regulators and lawmakers have expressed or pursued contrary views, legislation and investment expectations with respect to sustainability ratings and commitments, including the enactment or proposal of “anti-ESG” legislation, regulation or policies, which may expose us to additional legal, financial or reputational risks based on our sustainability commitments and disclosures. If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected.

Our approach to AI presents risks and challenges that can impact our business and could adversely affect our business

AI presents risks and challenges that could impact our business, including perceived breaches or privacy or security incidents related to the use of AI. We are integrating generative AI tools into our systems and our third-party business partners, including operators, tenants and vendors, as well as our competitors, may also develop or use such tools. Our ongoing efforts to comply with privacy and data protection laws, as well as initiatives to comply with new legal regulations relating to privacy, data protection and AI, impose significant costs and challenges that are likely to increase over time. AI solutions and features may become more important to our operations or to our future growth over time. Recent developments in AI, such as generative or agentic AI, may accelerate or exacerbate these effects, and industry trends and consumer expectations may influence the pace at which AI solutions are used in our business operations. There can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement such technology. Uncertainty around the safety and security of new and emerging AI applications may require additional investment in the development of proprietary datasets, machine learning models and systems to test for security, accuracy, bias and other variables, which are often complex, may be costly and could impact our profit margin. In addition, the providers of our or our business partners’ AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance and transparency, among others, which could inhibit our or our or our business partners’ ability to maintain an adequate level of functionality or service. Our business partners may also incorporate AI into their products and services without disclosing such use to us or fail to disclose risks presented by their use of AI. There is a risk that AI tools used by us or by our business partners could produce inaccurate or unexpected results or behaviors that could harm our reputation, business, customers or stakeholders. Our

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competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do. Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and global regulatory authorities and subject us to legal liability as well as reputational harm. New laws and regulations are being adopted in the U.S. and in non-U.S. jurisdictions, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI. Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of valuable property or information and adversely impact our results of operations.

Negative publicity regarding the healthcare industry could adversely affect our operations

Healthcare companies, including insurance providers, adult care facilities and others, have received and continue to receive negative publicity reflecting the public perception of the industry. Although we have no direct healthcare operations, we invest in seniors housing and healthcare real estate, and our results of operations may be affected by the amount of negative publicity to which the healthcare industry has been subject as a result of our relationships with our operators, managers and tenants. Speculation, uncertainty or negative publicity about us, our industry or our business could adversely affect our results of operations, require changes to our services, result in damage to our properties, negatively impact the safety of our executives and other personnel or otherwise disrupt our operations, and could encourage additional legislation, regulation, review of industry practices or private litigation that could adversely affect us.

Our success and the success of our operators and managers depends on key personnel whose continued service is not guaranteed 

Our success and the success of our operators and managers depends on the continued availability and service of key personnel, including executive officers and other highly qualified employees, and competition for their talents is intense. There is substantial competition for qualified personnel. We cannot assure you that we will retain our key personnel or that we will be able to recruit and retain other highly qualified employees in the future. Losing any key personnel could, at least temporarily, have a material adverse effect on our business and that of our operators' and managers' financial position and results of operations. 

Welltower is a holding company with no direct operations, and it relies on funds received from Welltower OP to pay its obligations and make distributions to stockholders

Welltower is a holding company with no direct operations. All of Welltower's 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. As a result, Welltower relies on distributions from Welltower OP to make dividend payments and meet its obligations, including any tax liability on taxable income allocated to Welltower from Welltower OP. Welltower exercises exclusive control over Welltower OP, including the authority to cause Welltower OP to make distributions, subject to certain limited approval and voting rights of Welltower OP's other members as described in the Limited Liability Agreement. In addition, because Welltower is a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations to preferred equity holders of Welltower OP and its subsidiaries. Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of Welltower OP or its subsidiaries, assets of Welltower OP or the applicable subsidiary will be available to satisfy any claims of our stockholders only after such liabilities and obligations have been satisfied in full.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.707% as of December 31, 2024. In connection with our future acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units ("OP Units") to third parties and admit additional members. Such issuances would reduce Welltower's percentage ownership in Welltower OP.

Risks Arising from Our Capital Structure 

We may become more leveraged 

Permanent financing for our investments is typically provided through a combination of offerings of debt and equity securities and the incurrence or assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, (4) negatively affect our credit ratings or outlook by one or more of the rating agencies or (5) make us more vulnerable to elevated or increasing interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable-rate debt. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets, which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.

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Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board 

If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital requirements and operating performance, restrictive covenants in our financial and other contractual arrangements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the risks described herein, or other significant adverse events, occur. 

We are subject to covenants in our debt agreements that could have a material adverse effect on our business, results of operations and financial condition

Our debt agreements contain various covenants, restrictions, and events of default. Among other things, these provisions require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. These defaults could have a material adverse effect on our business, results of operations and financial condition. 

Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations and commitments

We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors over which we have little or no control, including current elevated interest rates, inflation and other general market, macroeconomic, geopolitical and public health-related factors; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the market price of the shares of our common stock and the credit ratings of our debt securities; changes in the credit ratings on U.S. government debt securities; future government shutdowns; and default or delay in payment by the U.S. of its obligations. We also rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit facilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our stockholders. If our access to capital is limited by these factors or other factors, it could negatively impact our ability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders.

Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital

We plan to manage the company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able to maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.

Elevated interest rates, or future interest rate increases, could have a material adverse effect on our cost of capital, and our decision to hedge against interest rate risk might not be effective

Elevated interest rates, or future increases in interest rates, could further increase interest cost on new and existing variable-rate debt. Such increases in the cost of capital, and any further increases resulting from future elevated interest rates, could adversely impact our ability to finance operations, acquire and develop properties and refinance existing debt. Specifically, rate increases have corresponding impacts to our costs of borrowing and may have adverse impacts on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets. Additionally, elevated interest rates may also result in less liquid property markets, limiting our ability to sell existing assets. Elevated interest rates may also lead purchasers of our common stock to demand a greater annual dividend yield, which could adversely affect the market price of our common stock and could result in increased capitalization rates, which may lead to reduced valuation of our assets.

We may from time to time seek to manage our exposure to interest rate volatility with hedging arrangements, which involve additional risks including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs and that these arrangements may reduce the benefits to us if interest rates decline. Developing and implementing an interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations and there can be no assurance that our hedging activities will be effective. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.

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Risks Arising from Our Status as a REIT 

We might fail to qualify or remain qualified as a REIT 

We intend to operate as a REIT under the Code, and believe we have operated and will continue to operate in such a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders because:

•Welltower would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

•Welltower would be subject to increased state and local taxes; and

•unless Welltower is entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable years following the year during which it was disqualified. 

Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. If we do not qualify as a REIT, we will not be required to make distributions to stockholders, since a non-REIT is not required to pay dividends to stockholders in order to maintain REIT status or avoid an excise tax. In addition, if we fail to qualify as a REIT, all distributions to stockholders will continue to be treated as dividends to the extent of our current and accumulated earnings and profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may be eligible for taxation at the rates generally applicable to long-term capital gains with respect to distributions. 

As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remain qualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will remain qualified as a REIT for U.S. federal income tax purposes. 

Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes

We believe Welltower OP qualifies as a partnership for U.S. federal income tax purposes. As a partnership, Welltower OP is generally not subject to U.S. federal income tax on its income. Instead, each of the partners is allocated its share of Welltower OP's income. We cannot assure you, however, that the IRS will not challenge the status of Welltower OP as a partnership for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of Welltower OP as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that Welltower OP could make. The treatment of Welltower OP as a corporation would also cause us to fail to qualify as a REIT. This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder's investment.

Certain subsidiaries might fail to qualify or remain qualified as a REIT

We own interests in a number of entities which intend to operate as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for U.S. federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. If a Subsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years following the year during which it was disqualified. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions and pay any tax required by such relief provisions. 

The tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes

Any net income of a REIT from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) is subject to a 100% tax, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business (other than through a TRS), such characterizations is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions 

To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or

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other liquid assets to meet the 90% distribution requirement. This may be due to timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur, or we deem it appropriate to retain cash, we may borrow funds, even if the then-prevailing market conditions are not favorable for these borrowings, issue additional equity securities (although we cannot assure you that we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in other transactions intended to enable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations. 

Our use of TRSs is limited under the Code

Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain healthcare facilities, which may cause us to forgo investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax.

The lease of qualified healthcare properties to a TRS is subject to special requirements

We lease certain qualified healthcare properties to TRSs (or subsidiaries of TRSs), which lessees contract with managers (or related parties) to manage the healthcare operations at these properties. The rents from this TRS lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arm's-length lease of a qualified healthcare property with a TRS and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of these conditions are not satisfied, then the rents will not be qualifying rents. 

If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences 

We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year. 

We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities 

We are subject to taxes in the U.S. and foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent. Longstanding international norms that determine each country's jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from us, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest.

Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the IRS and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If we were subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes, the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results and cash flows could be adversely affected.

The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. Also, the law relating to the tax treatment of other entities or an investment in other entities could change, making an investment in such other entities more attractive relative to an investment in a REIT.

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We cannot predict how changes in the tax laws in the U.S. or foreign jurisdictions might affect our investors or us. Revisions in tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, could require us to pay additional taxes on our assets or income and/or be subject to additional restrictions, could cause us to change our investments and commitments, and could adversely affect our earnings and cash flow. These changes could, among other things, adversely affect the trading price for our common stock, our financial condition, our results of operations and the amount of cash available for the payment of dividends.

The impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 is uncertain and may be adverse

For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 ("IRA") imposes among other things, a 15% Corporate Alternative Minimum Tax ("Corporate AMT") on certain U.S. corporations with average adjusted financial statement income (“AFSI”) in excess of $1 billion. Although, by its terms, the Corporate AMT is not applicable to REITs, under the regulations that have been proposed by the IRS, the Corporate AMT may apply to our TRSs.

On September 13, 2024, the IRS issued proposed regulations that would address the application of the Corporate AMT (the “Proposed Corporate AMT Regulations”). The Proposed Corporate AMT Regulations do not include an exception for TRSs. Moreover, under the Proposed Corporate AMT Regulations, in determining whether our TRSs meet the $1 billion AFSI threshold described above, our TRSs generally will include all of our AFSI. As a result, under the Proposed Corporate AMT Regulations, our TRSs may be subject to the Corporate AMT if the AFSI threshold is satisfied. Additionally, the Proposed Corporate AMT Regulations would impose new reporting obligations on each of our TRSs subject to the Corporate AMT that are a partner in a partnership, and on partnerships in which we are a member.

Certain of the Proposed Corporate AMT Regulations would apply from the date that they were published, while others would apply from the date of publication of the finalized rules in the Federal Register. The final Corporate AMT regulations may differ materially from the Proposed Corporate AMT Regulations, and until further regulations and guidance from the IRS and Treasury are released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that our TRSs will be subject to material U.S. federal income taxes under the Corporate AMT.

Item 1B.  Unresolved Staff Comments

None.

Item 1C.  Cybersecurity

We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats. Our cybersecurity program includes several safeguards such as access controls, multi-factor authentication, continuous monitoring and alerting systems for internal and external threats and penetration testing. Additionally, we conduct regular evaluations of our cybersecurity program, which may include internal reviews and third-party assessments to validates the program's effectiveness and resilience.

Governance

The Board of Directors (the "Board") retains ultimate oversight of cybersecurity risk, which it manages as part of our enterprise risk management program. The Board has delegated primary responsibility of overseeing cybersecurity risks to the Audit Committee. The Audit Committee's responsibilities include reviewing cybersecurity strategies with management, assessing processes and controls pertaining to the management of our information technology operations and their effectiveness and seeking to confirm that management's response to potential cybersecurity incidents is timely and effective. At least annually, the Audit Committee receives a cybersecurity report from the Chief Technology Officer and the information security team. This report may cover a variety of relevant topics, potentially including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations related to our operators, managers and third parties. The scope and focus of each report are determined based on current priorities and emerging issues in cybersecurity. The Audit Committee, along with the Chief Technology Officer and the information security team, also report to the Board at least annually on data protection and cybersecurity matters.

Management and Cybersecurity Working Group

Reporting to the Chief Operating Officer, our Chief Technology Officer, with extensive cybersecurity knowledge and skills from years of relevant work experience at Welltower and elsewhere, leads the team responsible for developing and implementing our information security program across our business. This information security team comprises individuals with relevant educational and technical experience, many having held similar positions with responsibility for various aspects of cybersecurity at large organizations. This team works closely with the Legal department to oversee compliance and regulatory and contractual security requirements. The Chief Technology Officer also leads our Cyber Security Working Group, which is comprised of a cross-functional team including Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders. These individuals meet regularly and are informed about and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents. The Chief Technology Officer is responsible for reporting on cybersecurity and information technology to the Audit Committee and Board.

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Information Security Program

The information security team provides regular reports to the Chief Technology Officer and other relevant teams on various cybersecurity threats, assessments and findings. In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors or other third parties to provide consultation and advice to assist with assessing, identifying and managing cybersecurity risks. Our management team identifies and assesses information security risks using industry practices informed by the National Institute of Standards and Technology ("NIST"), including the NIST Cybersecurity Framework.

We provide mandatory cybersecurity training at least annually to our personnel with network access, including training designed to simulate and help prevent phishing and other social engineering attacks. We also employ systems and processes designed to oversee, identify and reduce the potential impact of a security incident at a third-party vendor, service provider or otherwise implicating the third-party technology and systems we use. These systems and processes are designed to the third party's risk level and may include, for example, conducting upfront diligence of the third party's certifications and security program, using contractual provisions that address cybersecurity risks and conducting additional monitoring of the third party's security practices. Additionally, we maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our cybersecurity and information technology infrastructure. However, our insurance coverage may not sufficiently cover all types of losses or claims that arise or be subject to exclusions.

Incident Response

The Cybersecurity Working Group maintains and oversees an incident response plan that applies in the event of a cybersecurity threat or incident and is designed to provide a standardized framework for responding to cybersecurity incidents. The incident response plan sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders (including the Board for certain incidents) informed and involved as appropriate. The objectives of the incident response plan are to reduce the number of systems and users affected by security incidents, reduce the time a threat actor spends within our network, reduce the damage caused by an incident and reduce the time required to restore normal operations. The incident response plan also specifies the use of third-party experts for legal advice, consulting and cyber incident response.

Material Cybersecurity Risks, Threats and Incidents

While we employ several measures to prevent, detect and mitigate cybersecurity threats, there is no guarantee such efforts will be successful. We also rely on information technology and other third-party vendors to support our business, including securely processing personal, confidential, financial, sensitive, or proprietary and other types of information. Despite our efforts to improve our ability, and the ability of relevant third parties', to protect against cyber threats, we may not be able to protect all information, systems, products and services. While we are not aware of any cybersecurity incidents that have materially affected us within the prior fiscal year, there can be no guarantee that we will not be the subject of future attacks, threats or incidents, that may have a material impact on our business strategy, results of operations or financial condition. Additional information on cybersecurity risks we face can be found in Part I, Item 1A "Risk Factors" of this Form 10-K under the heading "Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability," which should be read in conjunction with the foregoing information.

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Item 2.  Properties 

We lease corporate offices throughout the U.S., the U.K. and Canada and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that comprise our consolidated net real estate investments, exclusive of real estate loan investments designated as non-segment/corporate as of December 31, 2024 (dollars in thousands):

						Seniors Housing Operating												Triple-net												Outpatient Medical
Property Location						Number of Properties			Total Investment			Annualized Revenues(1)						Number of Properties			Total Investment			Annualized Revenues(1)						Number of Properties			Total Investment			Annualized Revenues(1)
Alabama						6			$	70,927		$	18,271					2			$	18,022		$	385					6			$	169,360		$	13,344
Arkansas						1			25,545			4,868						—			—			—						1			18,320			2,611
Arizona						13			353,231			61,592						—			—			—						8			87,263			11,286
California						112			3,987,826			1,030,440						23			406,802			71,317						42			1,029,428			119,696
Colorado						21			635,303			148,328						8			217,480			19,551						1			19,068			—
Connecticut						6			154,776			36,368						6			125,484			15,404						7			92,361			8,893
District Of Columbia						2			183,971			16,994						—			—			—						1			74,277			8,852
Delaware						6			60,073			32,313						6			87,353			9,096						—			—			—
Florida						40			1,346,085			283,142						96			1,289,285			165,371						25			215,587			41,986
Georgia						21			468,637			79,301						3			35,712			3,506						18			220,188			39,695
Hawaii						1			71,823			25,052						—			—			—						—			—			—
Iowa						10			112,438			42,910						6			45,738			3,332						—			—			—
Idaho						8			167,188			17,804						—			—			—						2			47,623			2,768
Illinois						38			648,491			233,483						19			227,164			21,638						10			124,368			21,747
Indiana						18			439,178			114,285						18			189,123			29,432						3			27,019			4,092
Kansas						9			126,145			47,740						20			205,038			22,400						—			—			—
Kentucky						6			99,901			28,041						1			6,724			1,423						—			—			—
Louisiana						9			186,740			56,447						1			4,200			720						1			20,503			1,705
Massachusetts						20			754,815			147,336						7			150,917			11,743						9			151,733			20,134
Maryland						10			560,067			130,493						16			167,220			41,040						12			233,680			30,496
Maine						1			24,400			12,277						—			—			—						—			—			—
Michigan						44			660,638			200,365						14			143,481			14,577						13			171,092			21,076
Minnesota						17			359,361			97,311						—			—			—						7			135,042			29,880
Missouri						13			397,498			63,440						—			—			—						16			215,293			34,196
Mississippi						5			85,513			29,708						—			—			—						2			44,130			3,795
Montana						3			55,184			13,760						—			—			—						—			—			—
North Carolina						15			703,881			114,184						49			450,906			75,726						25			589,518			52,973
North Dakota						1			12,375			1,539						—			—			—						—			—			—
Nebraska						8			90,982			19,154						—			—			—						1			10,185			2,627
New Hampshire						3			80,503			9,395						7			93,771			9,719						—			—			—
New Jersey						28			697,240			240,412						33			684,668			74,977						16			327,846			49,508
New Mexico						1			32,931			3,691						—			—			—						1			55,607			4,290
Nevada						7			121,090			37,292						—			—			—						7			116,628			11,149
New York						41			799,988			215,392						3			33,229			2,754						15			384,321			37,758
Ohio						58			1,193,289			265,542						35			263,420			41,335						8			103,597			11,052
Oklahoma						13			166,746			59,372						12			94,143			4,376						5			25,378			4,460
Oregon						14			153,221			48,937						1			2,279			943						1			43,201			3,114
Pennsylvania						33			693,196			186,203						49			502,298			66,296						6			89,319			10,487
Rhode Island						—			—			—						3			30,884			3,522						—			—			—
South Carolina						9			265,638			48,401						6			22,325			5,960						2			8,910			1,242
Tennessee						10			208,748			56,260						4			55,530			5,493						3			61,962			5,950
Texas						99			2,201,964			469,623						18			224,828			8,444						75			1,694,313			141,790
Utah						4			75,541			26,574						1			20,503			2,111						1			10,311			1,099
Virginia						14			588,908			147,765						31			313,397			56,422						7			107,191			14,568
Vermont						3			103,389			42,086						2			23,617			2,550						—			—			—
Washington						43			1,286,841			280,050						7			84,293			15,158						9			190,600			31,473
Wisconsin						6			94,552			41,292						1			2,693			863						5			77,992			8,447
West Virginia						—			—			—						7			203,330			21,016						—			—			—
Total domestic						850			21,606,777			5,285,233						515			6,425,857			828,600						371			6,993,214			808,239
Canada						103			2,534,558			521,924						6			114,835			9,711						—			—			—
United Kingdom						203			3,529,318			1,302,782						71			842,074			91,012						—			—			—
Total international						306			6,063,876			1,824,706						77			956,909			100,723						—			—			—
Grand total						1,156			$	27,670,653		$	7,109,939					592			$	7,382,766		$	929,323					371			$	6,993,214		$	808,239

(1) Represents revenue for the month ended December 31, 2024 annualized.

47

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The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities):

						Occupancy(1)												Average Annualized Revenues(2)
						2024						2023						2024						2023
Seniors Housing Operating(3)						84.7%						81.8%						$	58,519					$	52,709					per unit
Triple-net(4)						83.3%						78.6%						16,600						15,492						per bed/unit
Outpatient Medical(5)						94.6%						94.8%						39						37						per sq. ft.

(1) We use unaudited periodic financial information provided solely by tenants/borrowers to calculate occupancy for properties other than Outpatient Medical buildings and have not independently verified the information.

(2) Represents December annualized revenues as presented in the tables above, divided by total beds, units or square feet in service.

(3) Occupancy represents average occupancy of properties in service for the three months ended December 31.

(4) Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data is not available or meaningful.

(5) Occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excluding terminations) as of December 31.

The following table sets forth information regarding operating lease expirations for certain portions of our portfolio as of December 31, 2024 (dollars in thousands):

						Expiration Year(1)
						2025						2026						2027						2028						2029						2030						2031						2032						2033						2034						Thereafter
Triple-net:
Properties						16						7						4						4						4						19						5						155						43						1						318
Base rent(2)						$	8,016					$	12,144					$	1,259					$	6,484					$	1,083					$	41,630					$	11,074					$	155,183					$	59,086					$	420					$	435,346
% of base rent						1.1		%				1.7		%				0.2		%				0.9		%				0.1		%				5.7		%				1.5		%				21.2		%				8.1		%				0.1		%				59.4		%
Units						521						1,068						569						541						219						2,043						423						9,226						3,331						81						37,683
% of units						0.9		%				1.9		%				1.0		%				1.0		%				0.4		%				3.7		%				0.8		%				16.6		%				6.0		%				0.1		%				67.6		%
Outpatient Medical:
Square feet						1,802,090						1,369,289						1,510,905						1,514,614						1,533,640						1,433,223						1,603,821						1,718,261						1,192,200						1,683,489						4,383,571
Base rent(2)						$	55,955					$	39,062					$	46,537					$	43,463					$	45,366					$	41,934					$	47,096					$	52,093					$	31,821					$	51,161					$	129,452
% of base rent						9.6		%				6.7		%				8.0		%				7.4		%				7.8		%				7.2		%				8.1		%				8.9		%				5.4		%				8.8		%				22.1		%
Leases						425						239						267						267						210						146						105						179						101						127						140
% of leases						19.3		%				10.8		%				12.1		%				12.1		%				9.5		%				6.6		%				4.8		%				8.1		%				4.6		%				5.8		%				6.3		%

(1) Excludes investments in unconsolidated entities, developments, redevelopments, properties subject to sales-type leases, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in 2025.

(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.

Item 3. Legal Proceedings

From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.

Item 4. Mine Safety Disclosures

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

Our common stock trades on the New York Stock Exchange (NYSE:WELL). There were 2,156 stockholders of record as of February 7, 2025.

Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation - Executive Summary - Key Transactions - Dividends" for a discussion of cash dividends declared on our common stock.

Stockholder Return Performance Presentation 

The graph and table below compares the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index. The data are based on the closing prices as of December 31 for each of the five years presented. 2019 equals $100 and dividends are assumed to be reinvested.

						12/31/2019						12/31/2020						12/31/2021						12/31/2022						12/31/2023						12/31/2024
S & P 500						$	100.00					$	118.40					$	152.39					$	124.79					$	157.59					$	197.02
Welltower Inc.						100.00						82.51						113.03						110.90						126.31						180.71
FTSE NAREIT Equity						100.00						94.12						131.68						98.62						109.95						114.71

Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.

During the three months ended December 31, 2024, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2024 are as shown in the table below:

Issuer Purchases of Equity Securities
Period						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program						Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program
October 1, 2024 through October 31, 2024						247						$	129.29					—						$	3,000,000,000
November 1, 2024 through November 30, 2024						210						134.88						—						3,000,000,000
December 1, 2024 through December 31, 2024						383						134.88						—						3,000,000,000
Totals						840						$	133.24					—						$	3,000,000,000

Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners may be redeemed, subject to certain conditions, for cash or common shares, at our option. During the three months ended December 31, 2024, no OP Units were redeemed for common shares.

On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program"). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, 2024.

49

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Item 6. [Reserved]

50

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY
Company Overview			52
Business Strategy			52
Key Transactions			53
Key Performance Indicators, Trends and Uncertainties			54
Corporate Governance			56
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash			56
Off-Balance Sheet Arrangements			57
Contractual Obligations			58
Capital Structure			58
Supplemental Guarantor Information			59
RESULTS OF OPERATIONS
Summary			59
Seniors Housing Operating			61
Triple-net			63
Outpatient Medical			65
Non-Segment/Corporate			66
OTHER
Non-GAAP Financial Measures			67
Critical Accounting Policies and Estimates			74

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.

We are organized in an UPREIT structure. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into Welltower OP, a Delaware limited liability company (the "LLC Conversion"). Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Executive Summary

Company Overview

Welltower Inc. (NYSE:WELL), a real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of healthcare infrastructure. Welltower invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall healthcare experience. Welltower owns interests in properties concentrated in major, high-growth markets in the United States ("U.S."), Canada and the United Kingdom ("U.K."), consisting of seniors housing and post-acute communities and outpatient medical properties.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.707% as of December 31, 2024. 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.

The following table summarizes our consolidated portfolio for the year ended December 31, 2024 (dollars in thousands):

												Percentage of						Number of
Type of Property						NOI(1)						NOI						Properties
Seniors Housing Operating						$	1,511,681					53.7		%				1,156
Triple-net						748,049						26.6		%				592
Outpatient Medical						556,477						19.7		%				371
Totals						$	2,816,207					100.0		%				2,119

(1) Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. Non-segment/Corporate NOI, which includes the loan portfolio, is excluded. See Non-GAAP Financial Measures for additional information and reconciliation.

Business Strategy

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders through annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location.

Substantially all of our revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-term deposits. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process, including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market conditions, among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.

In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. Also, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.

For the year ended December 31, 2024, resident fees and services and rental income represented 75% and 20% 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.

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.

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, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has historically been provided through a combination of the issuance of debt and equity securities and the incurrence or assumption of secured debt. Given the general economic conditions during 2023 and 2024, investments were generally funded proactively via issuances of common stock.

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. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. 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 December 31, 2024, we had $3,506,586,000 of cash and cash equivalents, $204,871,000 of restricted cash and $5,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.

Key Transactions

Capital  The following summarizes key capital transactions that occurred during the year ended December 31, 2024:

•In October 2024, we entered into an equity distribution agreement whereby we may offer and sell up to $5,000,000,000 of common stock, which replaced our prior equity distribution agreement dated April, 2024, allowing us to sell up to $3,500,000,000 aggregate amount of our common stock (collectively, along with other previous agreements, referred to as the "ATM Programs"). During the year ended December 31, 2024, we sold 70,419,530 shares of common stock under our current and previous ATM Programs generating gross proceeds of approximately $7,452,108,000.

•In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity. In March 2024, we repaid our $950,000,000 3.625% senior unsecured notes at maturity.

•In July 2024, we closed on an expanded $5,000,000,000 unsecured revolving credit facility, which replaced our $4,000,000,000 existing line of credit. The new facility is comprised of a $3,000,000,000 revolving line of credit maturing in June 2028 that can be extended for an additional year and a $2,000,000,000 revolving line of credit maturing in June 2029. The revolving lines of credit will bear interest at a borrowing rate of 0.725% over the adjusted SOFR rate and include an annual facility fee of 0.125%.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

•In July 2024, Welltower OP issued $1,035,000,000 aggregate principal amount of 3.125% exchangeable senior unsecured notes maturing July 15, 2029 (the "2029 Exchangeable Notes") unless earlier exchanged, purchased or redeemed. The 2029 Exchangeable Notes will pay interest semi-annually in arrears on January 15 and July 15 of each year.

•In August 2024, we increased the size of the commercial paper program to $2,000,000,000.

•During the year ended December 31, 2024, we extinguished $450,720,000 of secured debt at a blended average interest rate of 6.13% and disposed $359,140,000 of secured debt at a blended average interest rate of 4.79%.

•During the year ended December 31, 2024, we issued $197,930,000 of secured debt at a blended average interest rate of 4.27% and assumed $960,300,000 of secured debt at a blended average interest rate of 3.98%.

Investments The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, 2024 (dollars in thousands):

						Properties						Book Amount(1)						Capitalization Rates(2)
Seniors Housing Operating						198						$	4,542,752					7.2%
Triple-net						52						1,126,492						8.4%
Outpatient Medical						1						46,854						7.7%
Totals						251						$	5,716,098					7.5%

(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.

(2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.

Dispositions The following summarizes property dispositions completed during the year ended December 31, 2024 (dollars in thousands):

						Properties						Proceeds(1)						Book Amount(2)						Capitalization Rates(3)
Seniors Housing Operating(4)						31						$	525,462					$	390,226					4.3%
Triple-net(5)						21						195,572						355,580						7.3%
Outpatient Medical(4)						3						49,817						42,761						6.8%
Totals						55						$	770,851					$	788,567					5.7%

(1) Represents net proceeds received upon disposition, excluding non-cash consideration.

(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.

(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price.

(4) Includes the disposition of unconsolidated equity method investments that owned six Seniors Housing Operating properties and one Outpatient Medical property.

(5) Excludes $79,695,000 of net real property derecognized related to four properties upon the reclassification of one lease from operating to sales-type and includes $297,000,000 of net real property derecognized in the third quarter related to 11 properties upon reclassification of one lease from operating to sales-type for which the underlying properties were sold and the sales-type lease terminated in the fourth quarter.

During 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada. The transactions included acquiring the remaining interests in 110 properties from Revera while simultaneously selling interest in 31 properties to Revera. See Note 5 to our consolidated financial statements for further information regarding the transactions.

During 2024, Welltower, which held a 25% minority interest in an existing equity method joint venture that owned 39 properties subject to triple-net leases with two tenants, acquired the remaining beneficial interest. See Note 3 to our consolidated financial statements for further information regarding the transaction.

Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2024 of $0.67 per share. On March 6, 2025, we will pay our 215th consecutive quarterly cash dividend to stockholders of record on February 25, 2025.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.

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.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Net income						$	972,857					$	358,139					$	160,568
Net income attributable to common stockholders						951,680						340,094						141,214
Funds from operations attributable to common stockholders						2,323,433						1,763,227						1,478,072
Consolidated net operating income						3,160,907						2,690,219						2,301,845

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:

Year Ended December 31,

2024

2023

2022

Net debt to book capitalization ratio

26.8%

34.3%

39.5%

Net debt to undepreciated book capitalization ratio

21.6%

27.8%

32.1%

Net debt to enterprise ratio

12.9%

20.9%

29.5%

Interest coverage ratio

5.39x

3.74x

3.73x

Fixed charge coverage ratio

4.99x

3.44x

3.37x

Adjusted interest coverage ratio

5.34x

3.95x

3.94x

Adjusted fixed charge coverage ratio

4.95x

3.64x

3.56x

Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types and excludes interest income earned on our loan portfolio, which is classified as Non-segment/Corporate. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or countries outside the U.S.).

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below:

									Year Ended December 31,(1)
									2024						2023						2022
Property mix:
			Seniors Housing Operating						54%						45%						45%
			Triple-net						27%						34%						34%
			Outpatient Medical						19%						21%						21%
Relationship mix:
			Cogir Management Corporation						7%						4%						3%
			Integra Healthcare Properties						7%						8%						—%
			Sunrise Senior Living						5%						6%						7%
			Avery Healthcare						4%						4%						3%
			Oakmont Management Group						4%						4%						2%
			Remaining						73%						74%						85%
Geographic mix:
			California						11%						12%						14%
			United Kingdom						11%						9%						10%
			Florida						8%						6%						6%
			Texas						8%						8%						8%
			Canada						6%						6%						6%
			Remaining						56%						59%						56%

(1) Excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.

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 "Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements" and "Item 1A — Risk Factors" and other sections of this Annual Report on Form 10-K. 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 "Item 1 — Business," "Item 1A — Risk Factors" in this Annual Report on Form 10-K for further discussion of these risk factors.

Corporate Governance

Maintaining investor confidence and trust is important in today's business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.

Liquidity and Capital Resources

Sources and Uses of Cash

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, 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. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

			Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
			December 31,						December 31,																		December 31,
			2024						2023						$						%						2022						$						%						$						%
Cash, cash equivalents and restricted cash at beginning of period			$	2,076,083					$	722,292					$	1,353,791					187		%				$	346,755					$	375,537					108		%				$	1,729,328					499		%
Net cash provided from (used in):
Operating activities			2,256,421						1,601,861						654,560						41		%				1,328,708						273,153						21		%				927,713						70		%
Investing activities			(5,514,681)						(5,707,742)						193,061						-3		%				(3,703,815)						(2,003,927)						54		%				(1,810,866)						49		%
Financing activities			4,905,351						5,448,647						(543,296)						-10		%				2,761,277						2,687,370						97		%				2,144,074						78		%
Effect of foreign currency translation			(11,717)						11,025						(22,742)						n/a						(10,633)						21,658						n/a						(1,084)						10		%
Cash, cash equivalents and restricted cash at end of period			$	3,711,457					$	2,076,083					$	1,635,374					79		%				$	722,292					$	1,353,791					187		%				$	2,989,165					414		%

Operating Activities Please see "Results of Operations" for discussion of net income fluctuations. For the years ended December 31, 2024, 2023 and 2022, cash flows provided from operations exceeded cash distributions to stockholders.

Investing Activities  The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in "Key Transactions." Please refer to Notes 3 and 5 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						$						%						2022						$						%						$						%
New development						$	827,900					$	1,014,935					$	(187,035)					-18		%				$	631,737					$	383,198					61		%				$	196,163					31		%
Recurring capital expenditures, tenant improvements and lease commissions						290,832						199,359						91,473						46		%				198,576						783						—		%				92,256						46		%
Renovations, redevelopments and other capital improvements						566,714						318,323						248,391						78		%				277,440						40,883						15		%				289,274						104		%
Total						$	1,685,446					$	1,532,617					$	152,829					10		%				$	1,107,753					$	424,864					38		%				$	577,693					52		%

The change in new development is primarily due to the number and size of construction projects ongoing during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. The increase in renovations, redevelopments and other capital improvements is due primarily to portfolio growth. 

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 occurring during the year ended December 31, 2024 are summarized above in “Key Transactions.” Please also refer to Notes 10, 11 and 14 to our consolidated financial statements for additional information.

In May 2023, we issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028.

During the year ended December 31, 2023, we sold 53,300,874 shares of common stock under our ATM Programs generating gross proceeds of approximately $4,313,007,000.

In November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.

Off-Balance Sheet Arrangements

At December 31, 2024, we had investments in unconsolidated entities with our ownership generally ranging from 10% to 95%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2024, we had 20 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Contractual Obligations

The following table summarizes our payment requirements under contractual obligations as of December 31, 2024 (in thousands):

						Payments Due by Period
Contractual Obligations						Total						2025						2026-2027						2028-2029						Thereafter
Senior unsecured notes and term credit facilities:(1)
U.S. Dollar senior unsecured notes						$	10,620,000					$	1,250,000					$	1,200,000					$	3,870,000					$	4,300,000
Canadian Dollar senior unsecured notes(2)						208,290						—						208,290						—						—
Pounds Sterling senior unsecured notes(2)						1,314,600						—						—						688,600						626,000
U.S. Dollar term credit facility						1,010,000						10,000						1,000,000						—						—
Canadian Dollar term credit facility(2)						173,575						—						173,575						—						—
Secured debt:(1,2)
Consolidated						2,467,223						216,034						484,970						552,731						1,213,488
Unconsolidated						851,459						590,357						117,386						66,004						77,712
Contractual interest obligations:(3)
Senior unsecured notes and term loans(2)						3,101,669						480,204						831,079						552,130						1,238,256
Consolidated secured debt(2)						709,148						97,243						173,870						130,332						307,703
Unconsolidated secured debt(2)						46,045						21,014						13,473						7,153						4,405
Financing lease liabilities(4)						455,754						7,883						15,125						10,653						422,093
Operating lease liabilities(4)						2,289,571						79,616						158,926						158,103						1,892,926
Purchase obligations(5)						674,130						538,937						118,452						1,411						15,330
Total contractual obligations						$	23,921,464					$	3,291,288					$	4,495,146					$	6,037,117					$	10,097,913

(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets.

(2) Based on foreign currency exchange rates in effect as of the balance sheet date.

(3) Based on variable interest rates in effect as of December 31, 2024.

(4) See Note 6 to our consolidated financial statements for additional information.

(5) See Note 13 to our consolidated financial statements for additional information. Excludes amounts related to asset acquisitions under contract that have not yet closed as of December 31, 2024.

Capital Structure

Please refer to "Credit Strength" above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2024, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

On April 1, 2022, Welltower and Welltower OP jointly filed with the SEC an open-ended automatic or "universal" shelf registration statement on Form S-3 (the "Shelf Form S-3") covering an indeterminate amount of future offerings of Welltower's debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower. On April 1, 2022, Welltower also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan ("DRIP") under which it may issue up to 15,000,000 shares of common stock. On May 3, 2023, Welltower and Welltower OP filed post-effective amendment no. 1 to the Shelf Form S-3 pursuant to which Welltower OP expressly adopted the Shelf Form S-3 as its own registration statement following its statutory conversion from a corporation to a limited liability company. As of February 7, 2025, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. On October 29, 2024, Welltower and Welltower OP entered into an equity distribution agreement with (i) the sales agents and forward sellers named therein and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $5,000,000,000 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. As of February 7, 2025, we had $2,697,834,000 of remaining capacity under the ATM Program and there were no

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

In connection with the filing of the Shelf Form S-3, Welltower also filed with the SEC a prospectus supplement that will continue an offering that was previously covered by a prior registration statement relating to the registration of up to 475,327 shares of common stock of Welltower Inc. (the "DownREIT II Shares") that may be issued from time to time if, and to the extent that, certain holders of Class A units (the "DownREIT II Units") of HCN G&L DownREIT II LLC, a Delaware limited liability company (the "DownREIT II"), tender such DownREIT II Units for redemption by the DownREIT II, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of Welltower (including its permitted successors and assigns, the "Managing Member"), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount. On July 22, 2022, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 300,026 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount. On October 8, 2024, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 23,471,419 shares of common stock of Welltower Inc. (the "Exchanged Shares") that may, under certain circumstances, be issuable upon exchange of 2.750% exchangeable senior notes due 2028 or 3.125% exchangeable senior notes due 2029 of Welltower OP and the resale from time to time by the recipients of the Exchanged Shares.

Supplemental Guarantor Information

Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 99.707% owned by Welltower as of December 31, 2024. 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.

Results of Operations

Summary

Our primary sources of revenue include resident fees and services revenue, rental income, interest income and interest earned on short-term deposits. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses and other expenses. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures. 

This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

During the year ended December 31, 2024, we reclassified loans receivable balances, the related interest income and provision for loan losses from our three operating segments to Non-segment/Corporate to better align with the manner in which the CODM reviews results. Accordingly, the segment information provided in the Results of Operations section has been updated to conform to the current presentation for all periods presented.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						Amount						%						2022						Amount						%						Amount						%
Net income						$	972,857					$	358,139					$	614,718					172		%				$	160,568					$	197,571					123		%				$	812,289					506		%
NICS						951,680						340,094						611,586						180		%				141,214						198,880						141		%				810,466						574		%
FFO						2,323,433						1,763,227						560,206						32		%				1,478,072						285,155						19		%				845,361						57		%
EBITDA						3,181,911						2,373,450						808,461						34		%				2,007,702						365,748						18		%				1,174,209						58		%
Adjusted EBITDA						3,151,811						2,509,003						642,808						26		%				2,122,399						386,604						18		%				1,029,412						49		%
NOI						3,160,907						2,690,219						470,688						17		%				2,301,845						388,374						17		%				859,062						37		%
Per share data (fully diluted):
Net income attributable to common stockholders (1)						$	1.57					$	0.66					$	0.91					138		%				$	0.30					$	0.36					120		%				$	1.27					423		%
Funds from operations attributable to common stockholders						$	3.82					$	3.40					$	0.42					12		%				$	3.18					$	0.22					7		%				$	0.64					20		%
Interest coverage ratio						5.39x						3.74x						1.65x						44		%				3.73x						0.01x						—		%				1.66x						45		%
Fixed charge coverage ratio						4.99x						3.44x						1.55x						45		%				3.37x						0.07x						2		%				1.62x						48		%
Adjusted interest coverage ratio						5.34x						3.95x						1.39x						35		%				3.94x						0.01x						—		%				1.40x						36		%
Adjusted fixed charge coverage ratio						4.95x						3.64x						1.31x						36		%				3.56x						0.08x						2		%				1.39x						39		%
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.

The following table represents the changes in outstanding common stock for the period from January 1, 2022 to December 31, 2024 (in thousands):

						Year Ended December 31,
						2024						2023						2022						Totals
Beginning balance						564,241						490,508						447,239						447,239
Redemption of OP Units and DownREIT Units						495						336						5						836
Option exercises						18						4						2						24
ATM Program issuances						70,420						53,301						43,093						166,814
Equity issuances						—						20,125						—						20,125
Other, net						115						(33)						169						251
Ending balance						635,289						564,241						490,508						635,289
Weighted average number of shares outstanding:
Basic						602,975						515,629						462,185
Diluted						608,750						518,701						465,158

A portion of our earnings is derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Seniors Housing Operating 

The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (dollars in thousands):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						$						%						2022						$						%						$						%
Revenues:
Resident fees and services						$	6,027,149					$	4,753,804					$	1,273,345					27		%				$	4,173,711					$	580,093					14		%				$	1,853,438					44		%
Other income						8,312						9,743						(1,431)						-15		%				63,839						(54,096)						-85		%				(55,527)						-87		%
Total revenues						6,035,461						4,763,547						1,271,914						27		%				4,237,550						525,997						12		%				1,797,911						42		%
Property operating expenses						4,523,780						3,655,508						868,272						24		%				3,292,045						363,463						11		%				1,231,735						37		%
NOI(1)						1,511,681						1,108,039						403,642						36		%				945,505						162,534						17		%				566,176						60		%
Other expenses:
Depreciation and amortization						1,107,116						906,771						200,345						22		%				854,800						51,971						6		%				252,316						30		%
Interest expense						42,949						56,509						(13,560)						-24		%				34,833						21,676						62		%				8,116						23		%
Loss (gain) on extinguishment of debt, net						1,711						—						1,711						n/a						386						(386)						-100		%				1,325						343		%
Impairment of assets						85,564						24,999						60,565						242		%				13,146						11,853						90		%				72,418						551		%
Other expenses						96,435						96,972						(537)						-1		%				66,026						30,946						47		%				30,409						46		%
						1,333,775						1,085,251						248,524						23		%				969,191						116,060						12		%				364,584						38		%
Income (loss) from continuing operations before income taxes and other items						177,906						22,788						155,118						681		%				(23,686)						46,474						196		%				201,592						851		%
Income (loss) from unconsolidated entities						1,376						(70,940)						72,316						102		%				(53,507)						(17,433)						-33		%				54,883						103		%
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net						134,082						68,290						65,792						96		%				5,794						62,496						n/a						128,288						n/a
Income (loss) from continuing operations						313,364						20,138						293,226						n/a						(71,399)						91,537						128		%				384,763						539		%
Net income (loss)						313,364						20,138						293,226						n/a						(71,399)						91,537						128		%				384,763						539		%
Less: Net income (loss) attributable to noncontrolling interests						(2,694)						(5,975)						3,281						55		%				(15,689)						9,714						62		%				12,995						83		%
Net income (loss) attributable to common stockholders						$	316,058					$	26,113					$	289,945					n/a						$	(55,710)					$	81,823					147		%				$	371,768					667		%

 (1) See Non-GAAP Financial Measures below.

Resident fees and services revenue and property operating expenses for the year ended December 31, 2024 increased compared to the prior year primarily due to acquisitions, construction conversions outpacing dispositions and the conversions of Triple-net properties to Seniors Housing Operating RIDEA structures throughout the year. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during 2024. Average occupancy is as follows:

						Three Months Ended(1)
						March 31,						June 30,						September 30,						December 31,
2023						79.0%						79.6%						80.7%						82.2%
2024						82.5%						82.8%						83.8%						84.8%

(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.

The following is a summary of our SSNOI at Welltower's share for the Seniors Housing Operating segment (dollars in thousands):

						QTD Pool																								YTD Pool
						Three Months Ended												Change												Year Ended												Change
						December 31, 2024						December 31, 2023						$						%						December 31, 2024						December 31, 2023						$						%
SSNOI(1)						$	295,897					$	238,547					$	57,350					24.0		%				$	977,345					$	817,584					$	159,761					19.5		%

(1) Relates to 660 properties for the QTD Pool and 545 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.

During the year ended December 31, 2024, we recorded impairment charges of $85,564,000 related to 18 properties. During the year ended December 31, 2023, we recorded impairment charges of $24,999,000 related to seven properties.

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 consolidated financial statements.

Depreciation and amortization has increased as a result of acquisitions and segment transitions. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

During the year ended December 31, 2024, we completed Seniors Housing Operating construction conversions representing $778,834,000 or $550,413 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):

As of December 31, 2024
Expected Conversion Year(1)						Properties						Units/Beds						Anticipated Remaining Funding						Construction in Progress Balance
2025						18						2,978						$	174,735					$	705,248
2026						9						1,321						254,900						105,684
TBD(2)						3																		46,665
Total						30																		$	857,597
(1) Properties expected to be converted in phases over multiple years are reflected in the last expected year.
(2) Represents projects for which a final budget or expected conversion date are not yet known.

Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt. 

The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (dollars in thousands):

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	1,955,048					$	1,701,939					$	1,599,522
Debt transferred						27,084						—						32,478
Debt issued						197,930						385,115						113,183
Debt assumed						427,725						381,837						288,522
Debt extinguished						(303,081)						(486,825)						(227,910)
Debt disposed						(164,640)						—						—
Principal payments						(41,220)						(47,672)						(47,399)
Foreign currency						(56,263)						20,654						(56,457)
Ending balance						$	2,042,583					$	1,955,048					$	1,701,939
Ending weighted average interest						4.29		%				4.68		%				4.32		%

A portion of our Seniors Housing Operating property investments are formed through partnership interests. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Income from unconsolidated entities during the year ended December 31, 2023 includes other-than-temporary impairment charges of $35,293,000, primarily related to unconsolidated management companies. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Triple-net 

The following is a summary of our results of operations for the Triple-net segment for the years presented (dollars in thousands):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						$						%						2022						$						%						$						%
Revenues:
Rental income						$	777,297					$	814,751					$	(37,454)					-5		%				$	782,329					$	32,422					4		%				$	(5,032)					-1		%
Interest income						8,167						1,369						6,798						497		%				1,606						(237)						-15		%				6,561						409		%
Other income						3,307						70,986						(67,679)						-95		%				6,776						64,210						948		%				(3,469)						-51		%
Total revenues						788,771						887,106						(98,335)						-11		%				790,711						96,395						12		%				(1,940)						—		%
Property operating expenses						40,722						42,194						(1,472)						-3		%				44,483						(2,289)						-5		%				(3,761)						-8		%
NOI(1)						748,049						844,912						(96,863)						-11		%				746,228						98,684						13		%				1,821						—		%
Other expenses:
Depreciation and amortization						258,830						231,028						27,802						12		%				215,887						15,141						7		%				42,943						20		%
Interest expense						6,918						(65)						6,983						n/a						963						(1,028)						-107		%				5,955						618		%
Loss (gain) on derivatives and financial instruments, net						12						98						(86)						-88		%				1,499						(1,401)						-93		%				(1,487)						-99		%
Loss (gain) on extinguishment of debt, net						—						—						—						n/a						80						(80)						-100		%				(80)						-100		%
Provision for loan losses, net						—						297						(297)						-100		%				—						297						n/a						—						n/a
Impairment of assets						5,658						11,098						(5,440)						-49		%				3,595						7,503						209		%				2,063						57		%
Other expenses						10,793						5,060						5,733						113		%				13,043						(7,983)						-61		%				(2,250)						-17		%
						282,211						247,516						34,695						14		%				235,067						12,449						5		%				47,144						20		%
Income (loss) from continuing operations before income taxes and other items						465,838						597,396						(131,558)						-22		%				511,161						86,235						17		%				(45,323)						-9		%
Income (loss) from unconsolidated entities						(17,554)						7,158						(24,712)						-345		%				29,255						(22,097)						-76		%				(46,809)						-160		%
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net						309,453						259						309,194						n/a						16,648						(16,389)						-98		%				292,805						n/a
Income (loss) from continuing operations						757,737						604,813						152,924						25		%				557,064						47,749						9		%				200,673						36		%
Net income (loss)						757,737						604,813						152,924						25		%				557,064						47,749						9		%				200,673						36		%
Less: Net income (loss) attributable to noncontrolling interests						19,764						21,804						(2,040)						-9		%				28,161						(6,357)						-23		%				(8,397)						-30		%
Net income (loss) attributable to common stockholders						$	737,973					$	583,009					$	154,964					27		%				$	528,903					$	54,106					10		%				$	209,070					40		%

(1) See Non-GAAP Financial Measures below.

Rental income decreased primarily due to agreements to convert Triple-net properties to Seniors Housing Operating RIDEA structures and the write-off of straight-line rent receivable balances of $139,652,000 and $16,642,000 during the years ended December 31, 2024 and 2023, respectively. These write-offs relate to leases for which the collection of substantially all contractual lease payments was no longer deemed probable, due primarily to agreements reached to convert Triple-net properties to Seniors Housing Operating RIDEA structures. These decreases are partially offset by acquisitions during the relevant periods.

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 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. For the year ended December 31, 2024, we had 64 leases with rental rate increases ranging from 0.05% to 20.05% in our Triple-net portfolio.

Interest income primarily related to leases that were classified as sales-type leases in 2024.

As part of the substantial exit of the Genesis HealthCare operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities from Genesis HealthCare to Complete Care Management in the second quarter of 2021. As part of the March 2021 transaction, we entered into a forward sale agreement for the seven properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable. As of March 31, 2023, the right of use assets related to the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet.

On May 1, 2023, we executed a series of transactions that included the assignment of the leasehold interest to a newly formed tri-party unconsolidated joint venture comprised of Aurora Health Network, Peace Capital (an affiliate of Complete Care Management) and us, and culminated with the closing of the purchase option by the joint venture. The transactions resulted in net cash proceeds to us of $104,240,000 after our retained interest of $11,571,000 in the joint venture and a gain from the loss of control and derecognition of the leasehold interest of $65,485,000, which we recorded in other income within our Consolidated Statements of Comprehensive Income during the year ended December 31, 2023.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our SSNOI at Welltower's share for the Triple-net segment (dollars in thousands):

						QTD Pool																								YTD Pool
						Three Months Ended												Change												Year Ended												Change
						December 31, 2024						December 31, 2023						$						%						December 31, 2024						December 31, 2023						$						%
SSNOI(1)						$	146,864					$	141,036					$	5,828					4.1		%				$	530,520					$	508,056					$	22,464					4.4		%

(1) Relates to 482 properties for the QTD Pool and 450 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.

Depreciation and amortization fluctuate as a result of the acquisitions, dispositions and segment transitions of Triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.

During the year ended December 31, 2024, we recorded impairment charges of $5,658,000 related to three properties. During the year ended December 31, 2023, we recorded impairment charges of $11,098,000 related to three properties.

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 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 consolidated financial statements.

Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in interest rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (dollars in thousands):

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	38,260					$	39,179					$	72,536
Debt transferred						(27,084)						—						(32,478)
Debt assumed						532,575						—						39,574
Debt extinguished						(10,628)						—						(39,574)
Debt disposed						(194,500)						—						—
Principal payments						(3,071)						(919)						(879)
Ending balance						$	335,552					$	38,260					$	39,179
Ending weighted average interest						3.44		%				4.39		%				4.39		%

A portion of our Triple-net property investments were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The decrease in income from unconsolidated entities during the year ended December 31, 2024 is primarily related to the hypothetical liquidation at book value ("HLBV") adjustments to our unconsolidated entities (refer Note 2 for additional information.) Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Outpatient Medical 

The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands): 

									Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
									December 31,						December 31,																		December 31,
									2024						2023						$						%						2022						$						%						$						%
Revenues:
			Rental income						$	792,981					$	741,322					$	51,659					7		%				$	669,457					$	71,865					11		%				$	123,524					18		%
			Other income						9,132						9,167						(35)						—		%				8,998						169						2		%				134						1		%
			Total revenues						802,113						750,489						51,624						7		%				678,455						72,034						11		%				123,658						18		%
Property operating expenses									245,636						231,956						13,680						6		%				205,997						25,959						13		%				39,639						19		%
			NOI(1)						556,477						518,533						37,944						7		%				472,458						46,075						10		%				84,019						18		%
Other expenses:
			Depreciation and amortization						266,147						263,302						2,845						1		%				239,681						23,621						10		%				26,466						11		%
			Interest expense						1,150						10,543						(9,393)						-89		%				18,078						(7,535)						-42		%				(16,928)						-94		%
			Loss (gain) on extinguishment of debt, net						—						7						(7)						-100		%				15						(8)						-53		%				(15)						-100		%
			Impairment of assets						1,571						—						1,571						n/a						761						(761)						-100		%				810						106		%
			Other expenses						648						2,289						(1,641)						-72		%				2,537						(248)						-10		%				(1,889)						-74		%
									269,516						276,141						(6,625)						-2		%				261,072						15,069						6		%				8,444						3		%
Income (loss) from continuing operations before income taxes and other item									286,961						242,392						44,569						18		%				211,386						31,006						15		%				75,575						36		%
Income (loss) from unconsolidated entities									5,046						(549)						5,595						n/a						(2,626)						2,077						79		%				7,672						292		%
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net									8,076						(651)						8,727						n/a						(6,399)						5,748						90		%				14,475						226		%
Income (loss) from continuing operations									300,083						241,192						58,891						24		%				202,361						38,831						19		%				97,722						48		%
Net income (loss)									300,083						241,192						58,891						24		%				202,361						38,831						19		%				97,722						48		%
Less: Net income (loss) attributable to noncontrolling interests									1,307						1,309						(2)						—		%				6,919						(5,610)						-81		%				(5,612)						-81		%
Net income (loss) attributable to common stockholders									$	298,776					$	239,883					$	58,893					25		%				$	195,442					$	44,441					23		%				$	103,334					53		%

(1) See Non-GAAP Financial Measures below.

Rental income increased due primarily to acquisitions and construction conversions that occurred during 2023 and 2024. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. 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 period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the year ended December 31, 2024, our consolidated Outpatient Medical portfolio signed 384,643 square feet of new leases and 1,992,131 square feet of renewals. The weighted average term of these leases was eight years, with a rate of $42.22 per square foot and tenant improvement and lease commission costs of $30.50 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 2.0% to 6.5%.

The fluctuations in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during 2023 and 2024. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.

The following is a summary of our SSNOI at Welltower share for the Outpatient Medical segment (dollars in thousands):

						QTD Pool																								YTD Pool
						Three Months Ended												Change												Year Ended												Change
						December 31, 2024						December 31, 2023						$						%						December 31, 2024						December 31, 2023						$						%
SSNOI(1)						$	129,752					$	128,417					$	1,335					1.0		%				$	481,635					$	472,136					$	9,499					2.0		%

(1) Relates to 415 properties for the QTD Pool and 379 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.

During the year ended December 31, 2024, we recorded an impairment charge of $1,571,000 related to one property. No impairment was recorded in 2023.

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. Changes in the gains/losses 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 consolidated financial statements.

During the year ended December 31, 2024, we completed construction conversions representing $228,515,000 or $1,563 per square foot. The following is a summary of our consolidated Outpatient Medical construction projects in process, excluding expansions, overhead and capitalized interest (dollars in thousands):

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of December 31, 2024
Expected Conversion Year						Properties						Square Feet						Anticipated Remaining Funding						Construction in Progress Balance
2025						7						646,940						$	110,664					$	256,505
TBD(1)						1																		34,132
Total						8																		$	290,637
(1) Represents projects for which a final budget or expected conversion date are not yet known.

Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, fluctuations in interest rates, extinguishments and principal amortizations. The following is a summary of our Outpatient Medical secured debt principal activity (dollars in thousands):

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	229,137					$	388,836					$	530,254
Debt assumed						—						46,741						—
Debt extinguished						(137,011)						(200,955)						(131,582)
Principal payments						(3,038)						(5,485)						(9,836)
Ending balance						$	89,088					$	229,137					$	388,836
Ending weighted average interest						4.19		%				5.42		%				4.38		%

A portion of our Outpatient Medical property investments were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The increase from prior year is attribute to the gain recognized as part of the sale of one our unconsolidated properties. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.

Non-segment/Corporate

The following is a summary of our results of operations for the Non-segment/Corporate activities for the periods presented (dollars in thousands):

									Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
									December 31,						December 31,																		December 31,
									2024						2023						$						%						2022						$						%						$						%
Revenues:
			Interest income						$	248,024					$	166,985					$	81,039					49		%				$	148,965					$	18,020					12		%				$	99,059					66		%
			Other income						116,749						69,868						46,881						67		%				4,934						64,934						n/a						111,815						n/a
			Total revenues						364,773						236,853						127,920						54		%				153,899						82,954						54		%				210,874						137		%
Property operating expenses									20,073						18,118						1,955						11		%				16,245						1,873						12		%				3,828						24		%
			NOI(1)						344,700						218,735						125,965						58		%				137,654						81,081						59		%				207,046						150		%
Other expenses:
			Interest expense						523,244						540,859						(17,615)						-3		%				475,645						65,214						14		%				47,599						10		%
			General and administrative expenses						235,491						179,091						56,400						31		%				150,390						28,701						19		%				85,101						57		%
			Loss (gain) on derivatives and financial instruments, net						(27,899)						(2,218)						(25,681)						n/a						6,835						(9,053)						-132		%				(34,734)						-508
			Loss (gain) on extinguishments of debt, net						419						—						419						n/a						199						(199)						-100		%				220						111		%
			Provision for loan losses, net						10,125						9,512						613						6		%				10,320						(808)						-8		%				(195)						-2		%
			Other expenses						9,583						4,020						5,563						138		%				20,064						(16,044)						-80		%				(10,481)						-52		%
			Total expenses						750,963						731,264						19,699						3		%				663,453						67,811						10		%				87,510						13		%
Loss from continuing operations before income taxes and other items									(406,263)						(512,529)						106,266						21		%				(525,799)						13,270						3		%				119,536						23		%
Income (loss) from unconsolidated entities									10,636						10,889						(253)						-2		%				5,588						5,301						95		%				5,048						90		%
Income tax (expense) benefit									(2,700)						(6,364)						3,664						58		%				(7,247)						883						12		%				4,547						63		%
Loss from continuing operations									(398,327)						(508,004)						109,677						22		%				(527,458)						19,454						4		%				129,131						24		%
Net income (loss)									(398,327)						(508,004)						109,677						22		%				(527,458)						19,454						4		%				129,131						24		%
Less: Net income (loss) attributable to noncontrolling interests									2,800						907						1,893						209		%				(37)						944						n/a						2,837						n/a
Net loss attributable to common stockholders									$	(401,127)					$	(508,911)					$	107,784					21		%				$	(527,421)					$	18,510					4		%				$	126,294					24		%

(1) See Non-GAAP Financial Measures below.

The increase in interest income during the year ended December 31, 2024 is primarily driven by increased advances on loans receivable during the year.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The increase in other income for the year ended December 31, 2024 is primarily due to interest earned on deposits. Property operating expenses represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio.

The following is a summary of our Non-segment/Corporate interest expense for the periods presented (dollars in thousands):

						Year Ended												One Year Change												Year Ended						One Year Change												Two Year Change
						December 31,						December 31,																		December 31,
						2024						2023						$						%						2022						$						%						$						%
Senior unsecured notes						$	497,223					$	508,681					$	(11,458)					-2		%				$	436,185					$	72,496					17		%				$	61,038					14		%
Unsecured credit facility and commercial paper program						6,239						6,977						(738)						-11		%				19,576						(12,599)						-64		%				(13,337)						-68		%
Loan expense						19,782						25,201						(5,419)						-22		%				19,884						5,317						27		%				(102)						-1		%
Totals						$	523,244					$	540,859					$	(17,615)					-3		%				$	475,645					$	65,214					14		%				$	47,599					10		%

The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 to the consolidated financial statements for additional information. The change in interest expense on our unsecured revolving credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 of our consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances.

General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2024, 2023 and 2022 were 2.95%, 2.70% and 2.57%, respectively. The increase during the year ended December 31, 2024 is primarily driven by compensation costs associated with increased employee headcount. During the three months ended September 30, 2024, we also recognized $29,838,000 as a cumulative catch up of stock compensation expense due to the change in the probability of achievement of specific performance goals related to special nonrecurring performance-based stock option and restricted stock awards granted in December 2021 and January 2022. Please refer to Note 15 for additional information related to these grants.

Other expenses includes noncapitalizable legal expenses. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as taxable REIT subsidiaries.

Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the HC-One Group transactions that closed in 2021 and 2023.

Other

Non-GAAP Financial Measures

We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts ("NAREIT") created funds from operations attributable to common stockholders ("FFO") as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and acquisitions of controlling interests, and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.

NOI is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining, and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. Same store NOI ("SSNOI") is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower Share"). To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners' noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and leased properties, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from SSNOI until five full quarters or eight full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters or eight full quarters post completion of the transition for the QTD Pool and YTD Pool, respectively. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters or eight full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties.

EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses on disposition of properties and acquisitions of controlling interests, impairment of assets, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments as deemed appropriate. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and include book capitalization, undepreciated book capitalization and enterprise value. Book capitalization represents the sum of net debt (defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock.

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, the Board of Directors utilizes these measures to evaluate management performance. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairment of assets. Amounts are in thousands except for per share data.

						Year Ended December 31,
FFO Reconciliation:						2024						2023						2022
Net income attributable to common stockholders						$	951,680					$	340,094					$	141,214
Depreciation and amortization						1,632,093						1,401,101						1,310,368
Impairment of assets						92,793						36,097						17,502
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net						(451,611)						(67,898)						(16,043)
Noncontrolling interests						(30,812)						(46,393)						(56,529)
Unconsolidated entities						129,290						100,226						81,560
Funds from operations attributable to common stockholders						$	2,323,433					$	1,763,227					$	1,478,072
Average diluted shares outstanding:						608,750						518,701						465,158
Per diluted share data:
Net income attributable to common stockholders(1)						$	1.57					$	0.66					$	0.30
Funds from operations attributable to common stockholders						$	3.82					$	3.40					$	3.18
(1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.

The tables below reflects the reconciliation of consolidated NOI to net income, the most directly comparable U.S. GAAP measure, for the years presented (dollars in thousands):

						Year Ended December 31,
NOI Reconciliation:						2024						2023						2022
Net income (loss)						$	972,857					$	358,139					$	160,568
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net						(451,611)						(67,898)						(16,043)
Loss (income) from unconsolidated entities						496						53,442						21,290
Income tax expense (benefit)						2,700						6,364						7,247
Other expenses						117,459						108,341						101,670
Impairment of assets						92,793						36,097						17,502
Provision for loan losses, net						10,125						9,809						10,320
Loss (gain) on extinguishment of debt, net						2,130						7						680
Loss (gain) on derivatives and financial instruments, net						(27,887)						(2,120)						8,334
General and administrative expenses						235,491						179,091						150,390
Depreciation and amortization						1,632,093						1,401,101						1,310,368
Interest expense						574,261						607,846						529,519
Consolidated net operating income (NOI)						$	3,160,907					$	2,690,219					$	2,301,845
NOI by segment:
Seniors Housing Operating						$	1,511,681					$	1,108,039					$	945,505
Triple-net						748,049						844,912						746,228
Outpatient Medical						556,477						518,533						472,458
Non-segment/Corporate						344,700						218,735						137,654
Total NOI						$	3,160,907					$	2,690,219					$	2,301,845

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quarterly NOI by Segment:
(in thousands)			Three Months Ended																																																Year Ended
			March 31,												June 30,												September 30,												December 31,												December 31,
			2024						2023						2024						2023						2024						2023						2024						2023						2024						2023
Seniors Housing Operating:
Total revenues			$	1,361,737					$	1,134,130					$	1,395,373					$	1,162,344					$	1,514,022					$	1,201,705					$	1,764,329					$	1,265,368					$	6,035,461					$	4,763,547
Property operating expenses			1,019,347						883,784						1,034,906						885,187						1,135,887						918,990						1,333,640						967,547						4,523,780						3,655,508
Consolidated NOI			$	342,390					$	250,346					$	360,467					$	277,157					$	378,135					$	282,715					$	430,689					$	297,821					$	1,511,681					$	1,108,039
Triple-net:
Total revenues			$	222,943					$	204,709					$	142,082					$	266,015					$	228,649					$	196,809					$	195,097					$	219,573					$	788,771					$	887,106
Property operating expenses			10,817						11,723						10,495						10,598						9,345						10,044						10,065						9,829						40,722						42,194
Consolidated NOI			$	212,126					$	192,986					$	131,587					$	255,417					$	219,304					$	186,765					$	185,032					$	209,744					$	748,049					$	844,912
Outpatient Medical:
Total revenues			$	198,310					$	184,740					$	197,237					$	186,097					$	204,995					$	191,860					$	201,571					$	187,792					$	802,113					$	750,489
Property operating expenses			62,463						58,365						61,185						58,697						62,778						62,204						59,210						52,690						245,636						231,956
Consolidated NOI			$	135,847					$	126,375					$	136,052					$	127,400					$	142,217					$	129,656					$	142,361					$	135,102					$	556,477					$	518,533
Non-segment/Corporate:
Total revenues			$	76,751					$	37,150					$	90,192					$	51,022					$	107,997					$	71,639					$	89,833					$	77,042					$	364,773					$	236,853
Property operating expenses			4,286						3,881						4,711						4,190						4,691						4,035						6,385						6,012						20,073						18,118
Consolidated NOI			$	72,465					$	33,269					$	85,481					$	46,832					$	103,306					$	67,604					$	83,448					$	71,030					$	344,700					$	218,735

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI:

						QTD Pool																								YTD Pool
SSNOI Property Reconciliations:						Seniors Housing Operating						Triple-net						Outpatient Medical						Total						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Consolidated properties						1,156						592						371						2,119						1,156						592						371						2,119
Unconsolidated properties						76						—						76						152						76						—						76						152
Total properties						1,232						592						447						2,271						1,232						592						447						2,271
Recent acquisitions and development conversions(1)						(167)						(74)						(12)						(253)						(282)						(106)						(48)						(436)
Under development						(34)						—						(8)						(42)						(34)						—						(8)						(42)
Under redevelopment(2)						(2)						(4)						(2)						(8)						(2)						(4)						(2)						(8)
Current held for sale						(22)						(1)						—						(23)						(22)						(1)						—						(23)
Land parcels, loans and leased properties						(105)						(8)						(9)						(122)						(105)						(8)						(9)						(122)
Transitions(3)						(234)						(19)						—						(253)						(234)						(19)						—						(253)
Other(4)						(8)						(4)						(1)						(13)						(8)						(4)						(1)						(13)
Same store properties						660						482						415						1,557						545						450						379						1,374
(1) Acquisitions and development conversions will enter the QTD Pool five full quarters and the YTD Pool eight full quarters after acquisition or certificate of occupancy.
(2) Redevelopment properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations post redevelopment completion.
(3) Transitioned properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations with the new operator in place or under the new structure.
(4) Represents properties that are either closed or being closed.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools (dollars in thousands):

						QTD Pool												YTD Pool
						Three Months Ended												Twelve Months Ended
SSNOI Reconciliations:						December 31, 2024						December 31, 2023						December 31, 2024						December 31, 2023
Seniors Housing Operating:
Consolidated NOI						$	430,689					$	297,821					$	1,511,681					$	1,108,039
NOI attributable to unconsolidated investments						23,282						20,488						90,812						65,281
NOI attributable to noncontrolling interests						(12,369)						(15,688)						(52,437)						(62,838)
NOI attributable to non-same store properties						(143,604)						(62,817)						(571,693)						(294,139)
Non-cash NOI attributable to same store properties						(1,834)						(2,757)						(756)						(2,328)
Currency and ownership adjustments (1)						(267)						1,500						(262)						3,569
SSNOI at Welltower Share						295,897						238,547						977,345						817,584
Triple-net:
Consolidated NOI						185,032						209,744						748,049						844,912
NOI attributable to unconsolidated investments						—						5,711						3,504						9,901
NOI attributable to noncontrolling interests						(5,314)						(12,584)						(29,387)						(31,361)
NOI attributable to non-same store properties						(56,108)						(38,316)						(172,633)						(240,832)
Non-cash NOI attributable to same store properties						23,533						(25,647)						(23,865)						(82,917)
Currency and ownership adjustments (1)						(279)						2,128						4,852						8,353
SSNOI at Welltower Share						146,864						141,036						530,520						508,056
Outpatient Medical:
Consolidated NOI						142,361						135,102						556,477						518,533
NOI attributable to unconsolidated investments						4,099						4,586						17,244						18,925
NOI attributable to noncontrolling interests						(2,491)						(2,308)						(9,898)						(15,400)
NOI attributable to non-same store properties						(8,742)						(3,607)						(63,145)						(35,787)
Non-cash NOI attributable to same store properties						(5,488)						(5,433)						(19,100)						(20,404)
Currency and ownership adjustments (1)						13						77						57						6,269
SSNOI at Welltower Share						129,752						128,417						481,635						472,136
SSNOI at Welltower Share:
Seniors Housing Operating						295,897						238,547						977,345						817,584
Triple-net						146,864						141,036						530,520						508,056
Outpatient Medical						129,752						128,417						481,635						472,136
Total						$	572,513					$	508,000					$	1,989,500					$	1,797,776
(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.36 and to translate U.K. properties at a GBP/USD rate of 1.25.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.

						Year Ended December 31,
Adjusted EBITDA Reconciliation:						2024						2023						2022
Net income (loss)						$	972,857					$	358,139					$	160,568
Interest expense						574,261						607,846						529,519
Income tax expense (benefit)						2,700						6,364						7,247
Depreciation and amortization						1,632,093						1,401,101						1,310,368
EBITDA						3,181,911						2,373,450						2,007,702
Loss (income) from unconsolidated entities						496						53,442						21,290
Stock-based compensation expense						74,482						36,611						26,027
Loss (gain) on extinguishment of debt, net						2,130						7						680
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net						(451,611)						(67,898)						(16,043)
Impairment of assets						92,793						36,097						17,502
Provision for loan losses, net						10,125						9,809						10,320
Loss (gain) on derivatives and financial instruments, net						(27,887)						(2,120)						8,334
Other expenses						117,459						108,341						101,670
Lease termination and leasehold interest adjustment (1)						—						(65,485)						(64,854)
Casualty losses, net of recoveries						12,261						10,107						10,391
Other impairment, net (2)						139,652						16,642						(620)
Adjusted EBITDA						$	3,151,811					$	2,509,003					$	2,122,399
Adjusted Interest Coverage Ratio:
Interest expense						$	574,261					$	607,846					$	529,519
Capitalized interest						58,115						50,699						30,491
Non-cash interest expense						(42,388)						(23,494)						(21,754)
Total interest						589,988						635,051						538,256
EBITDA						$	3,181,911					$	2,373,450					$	2,007,702
Interest coverage ratio						5.39x						3.74x						3.73x
Adjusted EBITDA						$	3,151,811					$	2,509,003					$	2,122,399
Adjusted interest coverage ratio						5.34x						3.95x						3.94x
Adjusted Fixed Charge Coverage Ratio:
Total interest						$	589,988					$	635,051					$	538,256
Secured debt principal payments						47,329						54,076						58,114
Total fixed charges						637,317						689,127						596,370
EBITDA						$	3,181,911					$	2,373,450					$	2,007,702
Fixed charge coverage ratio						4.99x						3.44x						3.37x
Adjusted EBITDA						$	3,151,811					$	2,509,003					$	2,122,399
Adjusted fixed charge coverage ratio						4.95x						3.64x						3.56x

(1) Primarily relates to the derecognition of leasehold interests and the gain recognized in other income.

(2) Represents the write-off or recovery of straight-line rent receivables balances relating to leases placed on cash recognition.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our leverage ratios include book capitalization, undepreciated book capitalization and enterprise value. Book capitalization represents the sum of net debt (defined as total long-term debt excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Enterprise value represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.

			Year Ended December 31,
			2024						2023						2022
Book capitalization:
Unsecured credit facility and commercial paper			$	—					$	—					$	—
Long-term debt obligations(1)			15,608,294						15,815,226						14,661,552
Cash and cash equivalents and restricted cash			(3,711,457)						(2,076,083)						(722,292)
Total net debt			11,896,837						13,739,143						13,939,260
Total equity and noncontrolling interests(2)			32,572,586						26,371,727						21,393,996
Book capitalization			$	44,469,423					$	40,110,870					$	35,333,256
Net debt to book capitalization ratio			26.8		%				34.3		%				39.5		%
Undepreciated book capitalization:
Total net debt			$	11,896,837					$	13,739,143					$	13,939,260
Accumulated depreciation and amortization			10,626,263						9,274,814						8,075,733
Total equity and noncontrolling interests(2)			32,572,586						26,371,727						21,393,996
Undepreciated book capitalization			$	55,095,686					$	49,385,684					$	43,408,989
Net debt to undepreciated book capitalization ratio			21.6		%				27.8		%				32.1		%
Enterprise value:
Common shares outstanding			635,289						564,241						490,509
Period end share price			$	126.03					$	90.17					$	65.55
Common equity market capitalization			$	80,065,473					$	50,877,611					$	32,152,865
Total net debt			11,896,837						13,739,143						13,939,260
Noncontrolling interests(2)			616,378						967,351						1,099,182
Consolidated enterprise value			$	92,578,688					$	65,584,105					$	47,191,307
Net debt to consolidated enterprise value ratio			12.9		%				20.9		%				29.5		%

(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to ASC 842 are excluded.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:

•the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

•the impact of the estimates and assumptions on financial condition or operating performance is material.

Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table presents information about our critical accounting policies and estimates:

Nature of Critical Accounting Estimate			Assumptions/Approach Used
Impairment of Real Property Owned and Investments in Unconsolidated Entities Assessing impairment of real property owned and investments in unconsolidated entities involves subjectivity in determining if indicators of impairment are present and in estimating the future undiscounted cash flows or estimated fair value of an asset. The evaluation of indicators of impairment is dependent on a number of factors, including when there is an unfavorable change in the operating performance of the property, a change in management's intent to hold and operate the property or a change in the property's use. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates, all of which are affected by our expectations of future market or economic conditions. These inputs can have a significant impact on the undiscounted cash flows. The evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management's investment strategy. When required, we estimate the fair value of an investment and, if such fair value is lower than carrying value, assess whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. These inputs can have a significant impact on the calculation of the fair value of the investment.			Quarterly, we review our real property owned on a property by property basis to determine if facts and circumstances suggest the property may be impaired. These indicators may include expected operational performance, the tenant's ability to make rent payments, a change in management's intent to hold and operate the property and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, an undiscounted cash flow analysis will be prepared to determine if the value of the property will be recoverable. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value. The analysis requires us to use judgment in determining whether indicators of impairment exist and to estimate the expected future undiscounted cash flows or estimated fair values of the property. Properties that meet the held for sale criteria are recorded at the lesser of the fair value less costs to sell or carrying value. We also evaluate investments in unconsolidated entities for indicators of impairment and, when present, record impairment charges based on a comparison of the estimated fair value of the equity method investment to its carrying value if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. At December 31, 2024, our net real property owned was approximately $40,673,242,000 and investments in unconsolidated entities totaled $1,768,772,000. During the year ended December 31, 2024, we recorded impairment charges of $92,793,000 related to 18 Seniors Housing Operating properties, three Triple-net properties and one Outpatient Medical property. No impairment losses related to investments in unconsolidated entities were recorded during the year ended December 31, 2024.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nature of Critical Accounting Estimate			Assumptions/Approach Used
Real Estate Acquisitions Most of our real estate acquisitions are considered asset acquisitions for which we record the related real estate acquired (tangible assets 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. Tangible assets consist primarily of land, building and improvements. Identifiable intangible assets and liabilities primarily consist of the above or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management's evaluation of the specific characteristics of each tenant's lease and our overall relationship with respect to that tenant. For real estate acquisitions accounted for as business combinations, we allocate the acquisition consideration to the assets acquired, liabilities assumed and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill.			In determining the fair values that drive the recorded tangible assets and identifiable intangible assets and liabilities, we estimate the fair value of each component of the real estate acquired, which generally includes land, buildings and improvements, the above or below market component of in-place leases and the value of in-place leases using a number of sources including independent appraisals, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data. Significant assumptions used to determine such fair values include comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, all of which can be impacted by expectations about future market or economic conditions. Our estimates of the values of these components affect the amount of depreciation and amortization we record over the estimated useful life of the property or the term of the lease and the amount of goodwill recognized in an acquisition accounted for as a business combination. During the year ended December 31, 2024, we disbursed $3,525,449,000 of cash related to real estate asset acquisitions and business combinations.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nature of Critical Accounting Estimate			Assumptions/Approach Used
Principles of Consolidation The consolidated financial statements include our accounts, the accounts of our wholly owned subsidiaries and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests. In addition, we consolidate those entities deemed to be variable interest entities (“VIEs”) in which we are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation.						We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary.
Allowance for Credit Losses on Loans Receivable The allowance for credit losses is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments.						We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. During the year ended December 31, 2024, we recognized provision for loan losses of $10,125,000, which includes changes in the reserve based on our historical loss experience.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed-rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable-rate investments with comparable borrowings but are also based on the general trend in interest rates at the applicable

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dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates. For more information, see Notes 12 and 17 to our consolidated financial statements.

We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to healthcare and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed-rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.

A change in interest rates will not affect the interest expense associated with our fixed-rate debt. Interest rate changes, however, will affect the fair value of our fixed-rate debt. Changes in the interest rate environment upon maturity of this fixed-rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed-rate debt, variable-rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed-rate debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):

						December 31, 2024												December 31, 2023
						Principal balance						Change in fair value						Principal balance						Change in fair value
Senior unsecured notes						$	12,142,890					$	(471,517)					$	12,800,253					$	(515,723)
Secured debt						2,225,542						(94,922)						1,625,364						(58,066)
Totals						$	14,368,432					$	(566,439)					$	14,425,617					$	(573,789)

Our variable-rate debt, including our unsecured revolving credit facility and commercial paper program, are reflected at fair value. At December 31, 2024, we had $1,425,256,000 outstanding related to our variable-rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $14,253,000. At December 31, 2023, we had $1,496,447,000 of outstanding variable-rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $14,964,000.

We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the U.K. Based solely on our results for the year ended December 31, 2024, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $15,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and healthcare properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):

						December 31, 2024												December 31, 2023
						Carrying value						Change in fair value						Carrying value						Change in fair value
Foreign currency exchange contracts						$	99,931					$	3,077					$	10,811					$	5,087
Debt designated as hedges						1,488,175						14,882						1,527,380						15,274
Totals						$	1,588,106					$	17,959					$	1,538,191					$	20,361

The sensitivity analyses are of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to interest rate fluctuations and foreign currency exchange rates will depend on the exposures that arise during a future period and hedging strategies at the time.

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Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm 

To the Stockholders and the Board of Directors of Welltower Inc. 

Opinion on the Financial Statements 

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

    Impairment of Real Property and Investments in Unconsolidated Entities

Description of the Matter    The Company, on a periodic basis, assesses whether there are indicators that (i) the carrying value of real property owned may not be recoverable or (ii) investments in unconsolidated entities may be other than temporarily impaired. At December 31, 2024, the Company’s consolidated net real property owned totaled $40.7 billion and its investments in unconsolidated entities totaled $1.8 billion. During 2024, the Company recorded impairment losses of $92.8 million related to real property owned and no impairment related to investments in unconsolidated entities.

As discussed in Note 2 to the consolidated financial statements, the Company reviews real property owned on a property by property basis to determine if facts and circumstances suggest the property may be impaired. The evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the property or a change in management's intent to hold and operate the property. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.

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The Company also evaluates investments in unconsolidated entities for indicators of impairment and, when present, records impairment charges based upon a comparison of the estimated fair value of the equity method investment to its carrying value, if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. This evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management's investment strategy. When required, the Company estimates the fair value of an investment and, if such fair value is lower than carrying value, assesses whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.

Auditing management's evaluation of impairment of real property owned and investments in unconsolidated entities was complex due to (i) the significant judgment employed by management in identifying whether indicators of impairment were present and (ii) the estimation uncertainty in determining the undiscounted cash flows of real property owned and, when necessary, the fair value of real property owned or investment in an unconsolidated entity. In particular, the evaluation was sensitive to significant assumptions such as forecasted cash flows, including leasing prospects and occupancy projections, and estimated capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand and competition.

How We Addressed the
Matter in Our Audit

        We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating impairment of real property owned and investments in unconsolidated entities, including controls over management's review of the significant assumptions described above.

To test the Company's evaluation of impairment of real property owned and investments in unconsolidated entities, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We evaluated the appropriateness of indicators of impairment and the identification by management of real property owned and investments in unconsolidated entities where such indicators are present. We further assessed the progression of properties with impairment indicators identified in historical periods.

In addition, we compared the significant assumptions used by management to current industry and economic trends and other relevant market information, and as needed, involved a valuation specialist to assist in evaluating certain assumptions. We performed sensitivity analyses of significant assumptions used to determine recoverability and/or fair value (each where applicable) of the related real property owned or investments in unconsolidated entities and evaluated significant variances between the forecasted cash flows and historical actual results. We also assessed whether any declines in fair values of investments in unconsolidated entities were other-than-temporary.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1970.

Toledo, Ohio

February 12, 2025

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CONSOLIDATED BALANCE SHEETS

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)

						December 31, 2024						December 31, 2023
Assets
Real estate investments:
Real property owned:
Land and land improvements						$	5,271,418					$	4,697,824
Buildings and improvements						42,207,735						37,796,553
Acquired lease intangibles						2,548,766						2,166,470
Real property held for sale, net of accumulated depreciation						51,866						372,883
Construction in progress						1,219,720						1,304,441
Less accumulated depreciation and amortization						(10,626,263)						(9,274,814)
Net real property owned						40,673,242						37,063,357
Right of use assets, net						1,201,131						350,969
Investments in sales-type leases, net						172,260						—
Real estate loans receivable, net of credit allowance						1,805,044						1,361,587
Net real estate investments						43,851,677						38,775,913
Other assets:
Investments in unconsolidated entities						1,768,772						1,636,531
Cash and cash equivalents						3,506,586						1,993,646
Restricted cash						204,871						82,437
Receivables and other assets						1,712,402						1,523,639
Total other assets						7,192,631						5,236,253
Total assets						$	51,044,308					$	44,012,166
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper						$	—					$	—
Senior unsecured notes						13,162,102						13,552,222
Secured debt						2,338,155						2,183,327
Lease liabilities						1,258,099						383,230
Accrued expenses and other liabilities						1,713,366						1,521,660
Total liabilities						18,471,722						17,640,439
Redeemable noncontrolling interests						256,220						290,605
Equity:
Common stock						637,002						565,894
Capital in excess of par value						40,016,503						32,741,949
Treasury stock						(114,176)						(111,578)
Cumulative net income						10,096,724						9,145,044
Cumulative dividends						(18,320,064)						(16,773,773)
Accumulated other comprehensive income (loss)						(359,781)						(163,160)
Total Welltower Inc. stockholders' equity						31,956,208						25,404,376
Noncontrolling interests						360,158						676,746
Total equity						32,316,366						26,081,122
Total liabilities and equity						$	51,044,308					$	44,012,166

See accompanying notes

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

WELLTOWER INC. AND SUBSIDIARIES

(In thousands, except per share data)

						Year Ended December 31,
						2024						2023						2022
Revenues:
Resident fees and services						$	6,027,149					$	4,753,804					$	4,173,711
Rental income						1,570,278						1,556,073						1,451,786
Interest income						256,191						168,354						150,571
Other income						137,500						159,764						84,547
Total revenues						7,991,118						6,637,995						5,860,615
Expenses:
Property operating expenses						4,830,211						3,947,776						3,558,770
Depreciation and amortization						1,632,093						1,401,101						1,310,368
Interest expense						574,261						607,846						529,519
General and administrative expenses						235,491						179,091						150,390
Loss (gain) on derivatives and financial instruments, net						(27,887)						(2,120)						8,334
Loss (gain) on extinguishment of debt, net						2,130						7						680
Provision for loan losses, net						10,125						9,809						10,320
Impairment of assets						92,793						36,097						17,502
Other expenses						117,459						108,341						101,670
Total expenses						7,466,676						6,287,948						5,687,553
Income (loss) from continuing operations before income taxes and other items						524,442						350,047						173,062
Income tax (expense) benefit						(2,700)						(6,364)						(7,247)
Income (loss) from unconsolidated entities						(496)						(53,442)						(21,290)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net						451,611						67,898						16,043
Income (loss) from continuing operations						972,857						358,139						160,568
Net income						972,857						358,139						160,568
Less:  Net income (loss) attributable to noncontrolling interests(1)						21,177						18,045						19,354
Net income (loss) attributable to common stockholders						$	951,680					$	340,094					$	141,214
Weighted average number of common shares outstanding:
Basic						602,975						515,629						462,185
Diluted						608,750						518,701						465,158
Earnings per share:
Basic:
Income (loss) from continuing operations						$	1.61					$	0.69					$	0.35
Net income (loss) attributable to common stockholders						$	1.58					$	0.66					$	0.31
Diluted:
Income (loss) from continuing operations						$	1.60					$	0.69					$	0.35
Net income (loss) attributable to common stockholders(2)						$	1.57					$	0.66					$	0.30

(1) Includes amounts attributable to redeemable noncontrolling interests.

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

See accompanying notes

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)

						Year Ended December 31,
						2024						2023						2022
Net income						$	972,857					$	358,139					$	160,568
Other comprehensive income (loss):
Foreign currency translation gain (loss)						(327,068)						223,920						(466,910)
Derivative and financial instruments designated as hedges gain (loss)						166,329						(245,095)						442,620
Total other comprehensive income (loss)						(160,739)						(21,175)						(24,290)
Total comprehensive income (loss)						812,118						336,964						136,278
Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)						10,091						27,637						(6,545)
Total comprehensive income (loss) attributable to common stockholders						$	802,027					$	309,327					$	142,823

(1) Includes amounts attributable to redeemable noncontrolling interests.

See accompanying notes

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CONSOLIDATED STATEMENTS OF EQUITY

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)						Common Stock						Capital in Excess of Par Value						Treasury Stock						Cumulative Net Income						Cumulative Dividends						Accumulated Other Comprehensive Income (Loss)						Noncontrolling Interests						Total
Balances at December 31, 2021						$	448,605					$	23,133,641					$	(107,750)					$	8,663,736					$	(14,380,915)					$	(121,316)					$	960,578					$	18,596,579
Comprehensive income:
Net income (loss)																								141,214																		36,151						177,365
Other comprehensive income (loss)																																				1,609						(24,161)						(22,552)
Total comprehensive income																																																154,813
Net change in noncontrolling interests												(88,756)																														(210,974)						(299,730)
Adjustment to members' interest from change in ownership in Welltower OP												46,649																														(46,649)						—
Redemption of OP Units and DownREIT Units						5						1,464																														(206)						1,263
Amounts related to stock incentive plans, net of forfeitures						214						27,018						(3,251)																														23,981
Net proceeds from issuance of common stock						43,095						3,622,734																																				3,665,829
Common stock dividends paid																														(1,133,182)																		(1,133,182)
Balances at December 31, 2022						491,919						26,742,750						(111,001)						8,804,950						(15,514,097)						(119,707)						714,739						21,009,553
Comprehensive income:
Net income (loss)																								340,094																		17,819						357,913
Other comprehensive income (loss)																																				(30,767)						8,839						(21,928)
Total comprehensive income																																																335,985
Net change in noncontrolling interests												25,571																								(12,686)						(80,009)						(67,124)
Adjustment to members' interest from change in ownership in Welltower OP												(18,399)																														18,399						—
Redemption of OP Units and DownREIT Units						336						20,061																														(3,041)						17,356
Amounts related to stock incentive plans, net of forfeitures						210						38,026						(577)																														37,659
Net proceeds from issuance of common stock						73,429						5,933,940																																				6,007,369
Common stock dividends paid																														(1,259,676)																		(1,259,676)
Balances at December 31, 2023						565,894						32,741,949						(111,578)						9,145,044						(16,773,773)						(163,160)						676,746						26,081,122
Comprehensive income:
Net income (loss)																								951,680																		18,944						970,624
Other comprehensive income (loss)																																				(149,652)						(6,564)						(156,216)
Total comprehensive income																																																814,408
Net change in noncontrolling interests												(165,121)																								(46,969)						(350,393)						(562,483)
Adjustment to members' interest from change in ownership in Welltower OP												(22,370)																														22,370						—
Redemption of OP Units and DownREIT Units						495						43,461																														(945)						43,011
Amounts related to stock incentive plans, net of forfeitures						174						77,114						(2,598)																														74,690
Net proceeds from issuance of common stock						70,439						7,341,470																																				7,411,909
Common stock dividends paid																														(1,546,291)																		(1,546,291)
Balances at December 31, 2024						$	637,002					$	40,016,503					$	(114,176)					$	10,096,724					$	(18,320,064)					$	(359,781)					$	360,158					$	32,316,366

See accompanying notes

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CONSOLIDATED STATEMENTS OF CASH FLOWS

WELLTOWER INC. AND SUBSIDIARIES

(in thousands)

						Year Ended December 31,
						2024						2023						2022
Operating activities:
Net income						$	972,857					$	358,139					$	160,568
Adjustments to reconcile net income to net cash provided from (used in) operating
activities:
Depreciation and amortization						1,632,093						1,401,101						1,310,368
Other amortization expenses						47,759						42,645						28,234
Provision for loan losses, net						10,125						9,809						10,320
Impairment of assets						92,793						36,097						17,502
Stock-based compensation expense						75,821						37,199						26,149
Loss (gain) on derivatives and financial instruments, net						(27,887)						(2,120)						8,334
Loss (gain) on extinguishment of debt, net						2,130						7						680
Loss (income) from unconsolidated entities						496						53,442						21,290
Rental income less than (in excess of) cash received						(15,859)						(135,758)						(108,883)
Amortization related to above (below) market leases, net						(219)						(529)						(1,693)
Loss (gain) on real estate dispositions and acquisitions of controlling interests, net						(451,611)						(67,898)						(16,043)
Proceeds from (payments on) interest rate swap settlements						(59,555)						—						—
Loss (gain) on loss of control of subsidiary						—						(65,485)						—
Distributions by unconsolidated entities						19,516						11,623						12,462
Increase (decrease) in accrued expenses and other liabilities						26,541						(79,801)						50,857
Decrease (increase) in receivables and other assets						(68,579)						3,390						(191,437)
Net cash provided from (used in) operating activities						2,256,421						1,601,861						1,328,708
Investing activities:
Cash disbursed for acquisitions, net of cash acquired						(3,525,449)						(3,558,266)						(2,306,020)
Cash disbursed for capital improvements to existing properties						(857,546)						(517,682)						(476,016)
Cash disbursed for construction in progress						(827,900)						(1,014,935)						(631,737)
Capitalized interest						(58,115)						(50,699)						(30,491)
Investment in loans receivable						(623,501)						(490,736)						(156,045)
Principal collected on loans receivable						294,409						90,215						196,310
Other investments, net of payments						(61,027)						(100,128)						(98,459)
Contributions to unconsolidated entities						(264,561)						(343,498)						(502,171)
Distributions by unconsolidated entities						52,391						149,753						37,571
Net proceeds from net investment hedge settlements						20,093						31,493						63,747
Proceeds from sales of real property						336,525						96,741						199,496
Net cash provided from (used in) investing activities						(5,514,681)						(5,707,742)						(3,703,815)
Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper						—						—						(324,935)
Net proceeds from issuance of senior unsecured notes						1,015,063						1,011,780						1,040,232
Payments to extinguish senior unsecured notes						(1,350,000)						—						—
Net proceeds from the issuance of secured debt						197,930						385,115						113,183
Payments on secured debt						(498,049)						(741,856)						(457,180)
Net proceeds from the issuance of common stock						7,415,778						6,010,129						3,667,854
Payments for deferred financing costs and prepayment penalties						(23,388)						(7,220)						(5,062)
Contributions by noncontrolling interests(1)						59,643						280,678						138,656
Distributions to noncontrolling interests(1)						(301,029)						(216,273)						(272,414)
Cash distributions to stockholders						(1,545,275)						(1,260,578)						(1,131,527)
Other financing activities						(65,322)						(13,128)						(7,530)
Net cash provided from (used in) financing activities						4,905,351						5,448,647						2,761,277
Effect of foreign currency translation on cash and cash equivalents and restricted cash						(11,717)						11,025						(10,633)
Increase (decrease) in cash, cash equivalents and restricted cash						1,635,374						1,353,791						375,537
Cash, cash equivalents and restricted cash at beginning of period						2,076,083						722,292						346,755
Cash, cash equivalents and restricted cash at end of period						$	3,711,457					$	2,076,083					$	722,292
Supplemental cash flow information:
Interest paid						$	593,030					$	628,582					$	531,672
Income taxes paid (received), net						8,415						7,682						3,435

(1) Includes amounts attributable to redeemable noncontrolling interests.

See accompanying notes.

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WELLTOWER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business 

Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of healthcare infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people's wellness and overall healthcare experience. Welltower Inc., a real estate investment trust ("REIT"), owns interests in properties concentrated in major, high-growth markets in the United States ("U.S."), Canada and the United Kingdom ("U.K."), consisting of seniors housing and post-acute communities and outpatient medical properties. 

We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.723% for the year ended December 31, 2024. As of December 31, 2024, Welltower owned 99.707% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.293% of outstanding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.

2. Accounting Policies and Related Matters

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of our wholly owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of transactions, we identify entities for which control is achieved through means other than voting rights ("variable interest entities" or "VIEs") and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) substantially all of an entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance, (b) the obligation to absorb the expected losses of an entity or (c) the right to receive the expected residual returns of an entity. Criterion (iii) is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations ("ASC 810"), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance and the rights held by limited partners or non-managing members.

The designation of an entity as a VIE is reassessed upon certain events, including but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or sales of interests that constitute a change in control.

Revenue Recognition

For our Triple-net and Outpatient Medical segments, a significant source of our revenue is generated through leasing arrangements and accounted for under ASC 842, Leases ("ASC 842"). Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical portfolio typically include some form of operating expense reimbursement by the tenant, and upon adoption of ASC 842, we elected the lessor practical expedient to not separate non-lease components from the associated lease components resulting in presenting all revenue associated with Outpatient Medical leases as leasing revenue on the Consolidated Statements of Comprehensive Income. Certain payments made to tenants are treated as lease incentives and amortized as a reduction of revenue over the lease term. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided. Agreements with residents generally have varying terms and are cancellable by the resident with 30 days’ notice. We have elected the lessor practical expedient within ASC 842 and recognize and disclose the revenues for Seniors Housing Operating resident agreements based on the predominant component, generally the non-lease service component, under ASC 606, Revenue from Contracts with Customers. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. Management contracts are present in some of our joint venture agreements to provide asset and property management, leasing, marketing and other services, and management contract revenues are recognized monthly as services are provided.

Our Seniors Housing Operating segment also contains continuing care retirement communities, which operate as entrance fee communities. The entrance fee communities offer different contracts, which vary in terms of how much of the entrance fee is considered to be refundable upon move-out, temporarily refundable until a period of time has passed or nonrefundable. Refundable entrance fees are recorded as a payable within the accrued expenses and other liabilities line item of our Consolidated Balance Sheets. Nonrefundable entrance fees are recorded as deferred revenue within the same line item and are recognized into revenue over the estimated remaining stay of the resident. We use a third-party actuarial expert to determine the estimated remaining stay of each resident based on demographic data.

Our Triple-net segment also includes investments in sales-type leases, for which we record any selling profit or loss arising from leases at inception within gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. The investments in sales-type leases, net represents the lease receivable, the components of which are the future lease payments and any guaranteed or unguaranteed residual value for the underlying assets expected at the end of the lease term, measured at the net present value discounted using a rate implicit in the lease.

Interest income on loans is recognized as earned based on the principal amount outstanding, subject to an evaluation of collectability risk.

We recognize gains and losses on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer.

Cash and Cash Equivalents

Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.

Restricted Cash

Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow relating to transactions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred dispositions under Internal Revenue Code ("IRC") Section 1031.

Deferred Loan Expenses

Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit facility are included in receivables and other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.

Investments in Unconsolidated Entities

Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the equity interest, inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method ("HLBV method"). Under the HLBV method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of the underlying investment at book value.

We evaluate our investments in unconsolidated entities for impairment and, when present, record impairment charges based on a comparison of the estimated fair value of the equity method investment to its carrying value if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. This evaluation of indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in conditions or a change in management's investment strategy. When required, we estimate the fair value of an investment and assess whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Welltower OP Noncontrolling Interests

Members of Welltower OP other than Welltower have the right under the limited liability company agreement to redeem their Class A Common Units ("OP Units") for shares of Welltower common stock or cash, at Welltower's sole discretion, as the initial member. Accordingly, we classify the non-Welltower OP Units held by such other members in permanent equity because Welltower may elect to issue shares of Welltower common stock to the non-Welltower members who choose to redeem their OP Units rather than using cash.

Redeemable Noncontrolling Interests

Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss and contributions or distributions or (ii) the redemption value. If the interests are redeemable in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a weighted average period of approximately four years. In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item on the balance sheet. At December 31, 2024, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $256,220,000 by $33,447,000.

We entered into certain DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax-deferred basis for equity membership interests ("DownREIT Units"). The DownREIT Units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our common stock per unit or, at our option, cash.

Real Property Owned

Real estate acquisitions are generally classified as asset acquisitions for which we record tangible assets 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. Tangible assets primarily consist of land, buildings and improvements. In making estimates of relative fair value, we utilize a number of sources including independent appraisals, our own analysis of recently acquired or developed and existing comparable properties in our portfolio and other market data.

For real estate acquisitions accounted for as business combinations, we allocate the acquisition consideration to the assets acquired, liabilities assumed and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill.

Identifiable intangible assets and liabilities consist primarily of the above or below market component of in-place leases and the value associated with the presence of in-place leases. The value allocable to the above or below market component of the acquired in-place lease is determined based on the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities on the balance sheet and are amortized to rental income over the remaining terms of the respective leases.

The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period and (ii) value associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset is amortized over the remaining life of the lease or the assumed re-leasing period.

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 noncapitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Transaction costs related to business combinations are expensed as incurred.

Real property developed by us is recorded at cost, including the capitalization of construction period interest. Owned properties are depreciated on a straight-line basis over their estimated useful lives, which range from 15 to 40 years for buildings and 5 to 15 years for improvements. We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and accordingly, such costs are reflected as investment activities in our Consolidated Statements of Cash Flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. This evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an unfavorable change in the operating performance of the property, a change in management's intent to hold and operate the property or a change in the property's use. If an indicator of impairment of the property is identified, management estimates whether the carrying value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized for the difference between the carrying value and the fair value. Additionally, properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value.

Expenditures for repairs and maintenance are expensed as incurred.

Capitalization of Construction Period Interest

We capitalize interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based on the balance outstanding during the construction period using the rate of interest, which approximates our company-wide cost of financing. Our interest expense reflected in the Consolidated Statements of Comprehensive Income has been reduced by the amounts capitalized.

Loans Receivable

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

In Substance Real Estate Investments

We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments and presented as investments in unconsolidated entities and are accounted for using the HLBV method described above. The classification of each arrangement as either a real estate loan receivable or an investment in unconsolidated entity involves judgment and relies on various factors including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral and significance of borrower equity in the project, among others. The classification of such arrangements is performed at inception and periodically reassessed when significant changes occur in the circumstances or conditions described above.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors and nature, extent and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans and expectations of future performance of the borrowers to determine the reserve for credit losses.

Goodwill

Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount including goodwill exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwill impairments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 Fair Value of Derivative Instruments

Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future. See Note 12 for additional information.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):

						Year Ended December 31,
						2024						2023
Unearned revenue						$	430,836					$	374,545
Other liabilities						330,594						325,715
Accounts payable						229,313						173,215
Taxes payable						140,701						130,006
Other accrued expenses						213,828						139,691
Accrued payroll						233,925						158,255
Accrued interest						121,168						124,210
Derivative liabilities						13,001						96,023
Total						$	1,713,366					$	1,521,660

Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax purposes prior to our acquisition of our taxable REIT subsidiaries ("TRSs"). As a result of these, as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income tax assets also reflect operating losses and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 19 for additional information.

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

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. Dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding for the period, adjusted for unvested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. Additionally, net income (loss) allocated to OP Units and DownREIT Units has been included in the numerator and redeemable common stock related to the OP Units and DownREIT Units have been included in the denominator for the purpose of computing diluted earnings per share.

Reclassifications

Certain amounts in prior years have been reclassified to conform to current year presentation.

New Accounting Standards

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The guidance is to be applied retrospectively to all periods presented in the financial statements. The adoption of this standard is reflected in Note 18.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")", which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new standard on our consolidated financial statements and disclosures.

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

3. Real Property Acquisitions and Development 

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

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. These amounts are included within the total net real estate assets section of the tables 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.

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

						Year Ended December 31, 2024
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	388,090					$	84,777					$	10,160					$	483,027
Buildings and improvements						2,718,141						710,361						34,501						3,463,003
Acquired lease intangibles						407,112						33,110						2,193						442,415
Construction in progress						115,294						—						—						115,294
Real property held for sale						8,392						297,000						—						305,392
Right of use assets, net						905,723						1,244						—						906,967
Total net real estate assets						4,542,752						1,126,492						46,854						5,716,098
Receivables and other assets						152,495						1,118						112						153,725
Total assets acquired(1)						4,695,247						1,127,610						46,966						5,869,823
Secured debt						(395,086)						(465,820)						—						(860,906)
Lease liabilities						(930,088)						—						—						(930,088)
Accrued expenses and other liabilities						(219,497)						(22,722)						(182)						(242,401)
Total liabilities acquired						(1,544,671)						(488,542)						(182)						(2,033,395)
Noncontrolling interests(2)						(26,514)						—						—						(26,514)
Non-cash acquisition related activity(3)						(92,933)						(191,532)						—						(284,465)
Cash disbursed for acquisitions						3,031,129						447,536						46,784						3,525,449
Construction in progress additions						565,778						28						321,041						886,847
Less: Capitalized interest						(47,242)						—						(10,873)						(58,115)
Accruals(4)						(205)						264						(891)						(832)
Cash disbursed for construction in progress						518,331						292						309,277						827,900
Capital improvements to existing properties						725,271						32,833						99,442						857,546
Total cash invested in real property, net of cash acquired						$	4,274,731					$	480,661					$	455,503					$	5,210,895

(1) Excludes $175,083,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. Approximately 208,000 OP Units were issued as a component of funding for certain transactions.

(3) Includes the acquisition of assets previously financed as real estate loans receivable, the acquisition of assets previously recognized as investments in unconsolidated entities, the acquisition of assets for which consideration was only partially funded at close and the $182,642,000 gain on acquisition of controlling interests described below.

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

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						Year Ended December 31, 2023
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	251,507					$	127,523					$	79,506					$	458,536
Buildings and improvements						2,006,021						969,481						343,252						3,318,754
Acquired lease intangibles						208,239						—						50,373						258,612
Construction in progress						165,934						—						—						165,934
Right of use assets, net						24,212						—						927						25,139
Total net real estate assets						2,655,913						1,097,004						474,058						4,226,975
Receivables and other assets						21,999						—						1,632						23,631
Total assets acquired(1)						2,677,912						1,097,004						475,690						4,250,606
Secured debt						(372,482)						—						(40,953)						(413,435)
Lease liabilities						(24,212)						—						(953)						(25,165)
Accrued expenses and other liabilities						(26,666)						—						(11,528)						(38,194)
Total liabilities acquired						(423,360)						—						(53,434)						(476,794)
Noncontrolling interests(2)						(32,692)						—						(925)						(33,617)
Non-cash acquisition related activity(3)						(181,929)						—						—						(181,929)
Cash disbursed for acquisitions						2,039,931						1,097,004						421,331						3,558,266
Construction in progress additions						646,466						25,646						422,103						1,094,215
Less: Capitalized interest						(39,799)						(2,416)						(8,484)						(50,699)
Accruals (4)						(4,735)						(1,358)						(22,488)						(28,581)
Cash disbursed for construction in progress						601,932						21,872						391,131						1,014,935
Capital improvements to existing properties						399,130						33,592						84,960						517,682
Total cash invested in real property, net of cash acquired						$	3,040,993					$	1,152,468					$	897,422					$	5,090,883

(1) Excludes $4,708,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.

(3) Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.

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

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						Year Ended December 31, 2022
						Seniors Housing Operating						Triple-net						Outpatient Medical						Total
Land and land improvements						$	206,618					$	7,536					$	68,379					$	282,533
Buildings and improvements						2,067,051						59,248						253,358						2,379,657
Acquired lease intangibles						129,429						—						35,316						164,745
Construction in progress						108,141						—						—						108,141
Right of use assets, net						169						—						3,852						4,021
Total net real estate assets						2,511,408						66,784						360,905						2,939,097
Receivables and other assets						14,406						—						501						14,907
Total assets acquired(1)						2,525,814						66,784						361,406						2,954,004
Secured debt						(279,788)						(39,574)						—						(319,362)
Lease liabilities						—						—						(3,852)						(3,852)
Accrued expenses and other liabilities						(112,962)						(1,428)						(1,414)						(115,804)
Total liabilities acquired						(392,750)						(41,002)						(5,266)						(439,018)
Noncontrolling interests(2)						(115,112)						(4)						(1,095)						(116,211)
Non-cash acquisition related activity (3)						(64,975)						(27,780)						—						(92,755)
Cash disbursed for acquisitions						1,952,977						(2,002)						355,045						2,306,020
Construction in progress additions						489,001						83,368						91,662						664,031
Less: Capitalized interest						(24,432)						(4,210)						(1,849)						(30,491)
Accruals(4)						(4,621)						—						2,818						(1,803)
Cash disbursed for construction in progress						459,948						79,158						92,631						631,737
Capital improvements to existing properties						352,099						48,052						75,865						476,016
Total cash invested in real property, net of cash acquired						$	2,765,024					$	125,208					$	523,541					$	3,413,773

(1) Excludes $6,563,000 of unrestricted and restricted cash acquired.

(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. Approximately 1,227,000 OP Units were issued as a component of funding for certain transactions.

(3) Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.

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

Care UK Acquisition

On October 1, 2024, we acquired all of the shares of Care UK Holdings Limited, Care UK Midco Limited and Care UK Community Partnerships Limited (collectively, "Care UK") via a share purchase agreement. Care UK operates 136 seniors housing properties including owned properties, leasehold interests and development properties. All properties will continue to be managed by Care UK and will be reported within our Seniors Housing Operating segment.

The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, "Business Combinations" which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. We have not yet finalized the valuation of the assets acquired and liabilities assumed as of December 31, 2024. The primary areas of the acquisition accounting that are not yet finalized relate to the review of certain assumptions, inputs and estimates underlying the valuation of tangible and intangible assets and liabilities acquired. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the date of acquisition. Total consideration for the transaction, net of cash acquired, was $842,567,000, of which $21,251,000 is expected to be paid in 2025. Cash disbursed for assets and liabilities acquired, exclusive of unrestricted and restricted cash, is included within the cash disbursed for acquisitions, net of cash acquired line within the investing activities section of the Consolidated Statements of Cash Flows.

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The following table summarizes our preliminary acquisition date fair value of the net tangible and intangible assets acquired, net of liabilities assumed (in thousands):

						As of 10/1/2024
Land and land improvements						$	72,392
Buildings and improvements						491,592
Acquired lease intangibles						277,302
Construction in progress						66,011
Real property held for sale						8,392
Right of use assets, net						893,893
Total net real estate assets						1,809,582
Receivables and other assets						135,379
Total assets acquired(1)						1,944,961
Lease liabilities						(918,258)
Accrued expenses and other liabilities						(184,136)
Total liabilities acquired						(1,102,394)
Total consideration						$	842,567

(1) Excludes $134,745,000 of unrestricted and restricted cash acquired.

The preliminary purchase consideration allocation resulted in $87,192,000 in goodwill which is included within receivables and other assets in the table above. The factors contributing to the recognition of the amount of goodwill are based on several strategic benefits of the acquisition including the expanded presence in the U.K. market.

The operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $188,308,000 of total revenue from such operations. Additionally, for the year ended December 31, 2024, we recognized $17,684,000 of transaction costs related to the transaction.

The following unaudited pro forma financial information presents consolidated financial information as if the transaction occurred on January 1, 2023. In the opinion of management, all significant necessary adjustments to reflect the effect of the transaction have been made. The following unaudited pro forma information is not indicative of future operations (in thousands):

						Year Ended
						December 31, 2024						December 31, 2023
Pro forma revenues						$	8,507,348					$	7,199,339
Pro forma net income attributable to common stockholders						$	946,050					$	216,075
Per share data (diluted)
Net income attributable to common stockholders (as reported)						$	1.57					$	0.66
Net income attributable to common stockholders (pro forma)						$	1.56					$	0.42

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 noted above that have a weighted average amortization period of 1.8 years.

Affinity Living Communities ("Affinity") Acquisition

In February 2024, we entered into a definitive agreement to acquire 25 Seniors Housing Operating properties, which will be managed under the Affinity brand. During the year ended December 31, 2024, we closed on the acquisition of 22 properties with a purchase price of $807,954,000 through a combination of cash, the issuance of 203,328 OP Units and the assumption of $427,725,000 of secured debt. The acquisition of the remaining properties is expected to close during the first quarter of 2025, subject to customary closing conditions and lender consents.

Significant Joint Venture Transactions

During the year ended December 31, 2024, Welltower, which held a 25% minority interest in an existing equity method joint venture that owned 39 properties subject to triple-net leases with two tenants, acquired the remaining beneficial interest for $205,029,000 in cash, net of cash and restricted cash acquired. The properties were encumbered with secured debt with an aggregate principal balance of $532,575,000. We evaluated the acquisition and determined that the entity meets the criteria of a VIE and that we are its primary beneficiary; therefore, upon consolidation we recognized a gain of $182,642,000 in gains (losses) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income in 2024. The fair value of the assets acquired and liabilities assumed is included in the Triple-net segment in the table above.

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During the year ended December 31, 2023, we paid $69,606,000 to acquire the 45% redeemable noncontrolling ownership interest in two consolidated joint ventures with the Canadian Pension Plan Investment Board, which owned interests in ten medical office buildings. In conjunction with the transaction, $118,256,000 was removed from redeemable noncontrolling interests with the difference recorded to capital in excess of par value on our Consolidated Balance Sheets. The transaction is excluded from the table above.

In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture. The reduction of ProMedica's noncontrolling interest of $273,504,000 resulting from its relinquishment of the interest in the joint venture is a non-cash financing activity excluded from our Consolidated Statement of Cash Flows. The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty. Concurrently, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio, which were subsequently subleased to regional operators.

Holiday Retirement Acquisition

Effective April 1, 2022, our leasehold interest related to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022, we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income from the derecognition of the right of use asset and related liability.

Construction Activity 

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

						Year Ended
						December 31, 2024						December 31, 2023						December 31, 2022
Development projects:
Seniors Housing Operating						$	778,834					$	463,644					$	227,796
Triple-net						—						141,142						—
Outpatient Medical						228,515						190,770						44,777
Total development projects						1,007,349						795,556						272,573
Expansion projects						20,229						71,250						18,280
Total construction in progress conversions						$	1,027,578					$	866,806					$	290,853

 

4. Intangible Assets and Goodwill

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

						December 31, 2024						December 31, 2023
Assets:
Gross acquired lease intangibles						$	2,548,766					$	2,166,470
Accumulated amortization						(1,882,822)						(1,651,656)
Net book value						$	665,944					$	514,814
Weighted average amortization period in years						5.1						6.7
Liabilities:
Below market tenant leases						$	70,364					$	70,364
Accumulated amortization						(52,397)						(47,939)
Net book value						$	17,967					$	22,425
Weighted average amortization period in years						8.5						8.4

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

						Year Ended December 31,
						2024						2023						2022
Rental income related to (above)/below market tenant leases, net						$	(463)					$	384					$	1,551
Amortization related to in-place lease intangibles and lease commissions						(286,666)						(226,663)						(217,187)

The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):

						Assets						Liabilities
2025						$	308,280					$	3,521
2026						156,861						2,875
2027						40,961						2,272
2028						31,035						1,869
2029						24,323						1,430
Thereafter						104,484						6,000
Totals						$	665,944					$	17,967

Goodwill

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

						Seniors Housing Operating						Outpatient Medical						Total
Balance at December 31, 2022						$	—					$	68,321					$	68,321
Balance at December 31, 2023						$	—					$	68,321					$	68,321
Goodwill acquired						$	87,192					$	—					$	87,192
Impact of foreign currency translation						(6,288)						—						(6,288)
Balance at December 31, 2024						$	80,904					$	68,321					$	149,225

5. Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, relationship or geography). At December 31, 2024, six Seniors Housing Operating properties and one Triple-net property, with an aggregate net real estate balance of $51,866,000, were classified as held for sale. Expected gross sales proceeds related to these held for sale properties are approximately $56,217,000.

During the year ended December 31, 2024, we recorded impairment charges of $92,793,000 related to 18 Seniors Housing Operating properties, three Triple-net properties and one Outpatient Medical property. During the year ended December 31, 2023, we recorded $36,097,000 of impairment charges related to seven Seniors Housing Operating properties and three Triple-net properties. During the year ended December 31, 2022, we recorded $17,502,000 of impairment charges related to one Seniors Housing Operating property, two Triple-net properties and one Outpatient Medical property.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale of $(47,257,000) for the year ended December 31, 2024, and $64,052,000 and $(18,855,000) for the years ended December 31, 2023 and 2022, respectively.

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

						Year Ended
						December 31, 2024						December 31, 2023						December 31, 2022
Real estate dispositions:(1)
Seniors Housing Operating						$	390,226					$	385,128					$	85,413
Triple-net(2)						355,580						6,391						89,827
Outpatient Medical						42,761						—						393
Total dispositions						788,567						391,519						175,633
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net(3)						176,376						67,898						16,043
Net other assets (liabilities) disposed						(194,092)						(846)						7,820
Non-cash consideration						(434,326)						(361,830)						—
Cash proceeds from real estate dispositions						$	336,525					$	96,741					$	199,496

(1) Dispositions occurring in the year ended December 31, 2024 include the disposition of unconsolidated equity method investments that owned six Seniors Housing Operating properties and one Outpatient Medical property. Dispositions occurring in the year ended December 31, 2023 include the disposition of unconsolidated equity method investments related to Revera. See discussion below for further information.

(2) For the year ended December 31, 2024, excludes $79,695,000 of net real property derecognized related to four properties upon the reclassification of one lease from operating to sales-type and includes $297,000,000 of net real property derecognized in the third quarter related to 11 properties upon reclassification of one lease from operating to sales-type for which the underlying properties were sold and the sales-type lease terminated in the fourth quarter. (see Note 6 for additional details).

(3) For the year ended December 31, 2024, excludes the $182,642,000 gain recognized in conjunction with the joint venture consolidation (see Note 3 for additional details) and the $92,593,000 gain recognized as a result of the reclassification of two leases from operating to sales-type.

Strategic Dissolution of Revera Joint Ventures

During the year ended December 31, 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada. The transactions included acquiring the remaining interests in 110 properties from Revera, while simultaneously selling interests in 31 properties to Revera.

In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to Avery Healthcare.

Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of interests received by us of $198,837,000 and an allocation of Revera's noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000 recognized within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par value.

We closed the portion of the transactions predominantly related to the U.S. portfolio during the third quarter of 2023 through (i) the acquisition of the remaining interests in ten properties currently under development or recently developed by Sunrise Senior Living ("Sunrise") that were previously held within an equity method joint venture owned 34% by us and 66% by Revera, (ii) the disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in Sunrise Senior Living Management, Inc. ("Sunrise ManCo"). We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of $31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly owned properties, along with operations for 26 existing wholly owned properties, transitioned to Oakmont Management Group.

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In April 2024, we closed the Canadian portfolio portion of the transaction through the acquisition of the remaining ownership interest in 71 properties previously held in consolidated joint venture structures in which we owned 75% of the interests, in exchange for the disposition to Revera of our interests in 14 properties. In addition, we received $60,614,000 of cash relating to the net settlement of loans previously made to Revera to fund its share of the pay-off of third-party secured debt of the joint ventures. Operations for the 71 retained properties previously transitioned to Cogir Senior Living (53), Levante Living (12) and Optima Living (6) during 2023.

Total net proceeds related to the 14 properties disposed were $430,898,000, which included non-cash consideration from Revera of $434,326,000, comprised primarily of the net fair value of interests received by us in the amount of $219,940,000, debt which we were relieved of in the amount of $164,640,000 and an allocation of Revera's noncontrolling interests in the disposed properties of $53,174,000. We disposed of net real property owned of $293,257,000 and paid $3,428,000 of cash transaction-related expenses for the sale of the 14 properties, resulting in a gain of $137,641,000 recognized within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 71 properties was primarily comprised of the $219,940,000 of fair value of interests transferred by us, a cash payment of $51,986,000 to equalize the value exchanged between the parties and $17,258,000 of cash paid for transaction-related expenses. We derecognized $246,564,000 of Revera's noncontrolling interests in the acquired properties with an adjustment of $42,619,000 recognized in capital in excess of par value.

The non-cash investing activity with respect to the sale of the properties to Revera and non-cash financing activity with respect to the acquisition of Revera's interests have been excluded from our Consolidated Statements of Cash Flows.

Genesis HealthCare

As part of the substantial exit of the Genesis HealthCare ("Genesis") operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities from Genesis to Complete Care Management in the second quarter of 2021. As part of the March 2021 transaction, we entered into a forward sale agreement for the seven properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable. As of March 31, 2023, the right of use assets related to the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet.

On May 1, 2023, we executed a series of transactions that included the assignment of the leasehold interest to a newly formed tri-party unconsolidated joint venture comprised of Aurora Health Network, Peace Capital (an affiliate of Complete Care Management) and us, and culminated with the closing of the purchase option by the joint venture. The transactions resulted in net cash proceeds to us of $104,240,000 (excluded from the dispositions table above) after our retained interest of $11,571,000 in the joint venture and a gain from the loss of control and derecognition of the leasehold interest of $65,485,000, which we recorded in other income within our Consolidated Statements of Comprehensive Income.

6. Leases

Lessee

We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we generally use our incremental borrowing rate available at lease commencement, underlying collateral for the lease and the ability to borrow against that collateral on a secured basis to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years, as well as other longer term market rates).

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

												Year Ended December 31,
						Classification						2024						2023						2022
Operating lease cost: (1)
Real estate lease expense						Property operating expenses						$	42,110					$	21,970					$	22,150
Non-real estate investment lease expense						General and administrative expenses						5,190						7,243						5,794
Financing lease cost:
Amortization of leased assets						Property operating expenses						5,852						5,854						6,837
Interest on lease liabilities						Interest expense						4,332						4,050						6,164
Sublease income						Rental income						—						(3,933)						(11,487)
Total												$	57,484					$	35,184					$	29,458

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

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Maturities of lease liabilities as of December 31, 2024 are as follows (in thousands):

						Operating Leases						Financing Leases
2025						$	79,616					$	7,883
2026						79,455						7,892
2027						79,471						7,233
2028						79,467						5,333
2029						78,636						5,320
Thereafter						1,892,926						422,093
Total lease payments						2,289,571						455,754
Less: Imputed interest						(1,139,509)						(347,717)
Total present value of lease liabilities						$	1,150,062					$	108,037

Supplemental balance sheet information related to leases in which we are the lessee is as follows for the periods presented (in thousands, except lease terms and discount rate):

			Classification						December 31, 2024						December 31, 2023
Right of use assets:
Operating leases - real estate			Right of use assets, net						$	1,094,549					$	283,293
Financing leases - real estate			Right of use assets, net						106,582						67,676
Real estate right of use assets, net									1,201,131						350,969
Operating leases - non-real estate investments			Receivables and other assets						7,605						11,338
Total right of use assets, net									$	1,208,736					$	362,307
Lease liabilities:
Operating leases									$	1,150,062					$	303,553
Financing leases									108,037						79,677
Total lease liabilities									$	1,258,099					$	383,230
Weighted average remaining lease term (years):
Operating leases									28.1						45.6
Financing leases									51.2						60.7
Weighted average discount rate:
Operating leases									5.0		%				5.3		%
Financing leases									6.0		%				7.7		%

Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):

									Year Ended December 31,
			Classification						2024						2023						2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			Decrease (increase) in receivables and other assets						$	13,108					$	(590)					$	8,805
Operating cash flows from operating leases			Increase (decrease) in accrued expenses and other liabilities						(10,570)						(2,037)						(5,570)
Operating cash flows from financing leases			Decrease (increase) in receivables and other assets						885						3,061						8,672
Financing cash flows from financing leases			Other financing activities						1,211						(2,704)						(2,255)

Lessor

Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. During the year ended December 31, 2024, we wrote-off previously recognized straight-line rent receivable and unamortized lease incentive balances of $139,652,000, through a reduction of rental income, which related to leases for which the collection of substantially all contractual lease payments were no longer probable due primarily to agreements reached to convert Triple-net leased properties to Seniors Housing Operating RIDEA structures. During the year

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ended December 31, 2023, we wrote off previously recognized straight-line rent receivable and unamortized lease incentive balances of $16,642,000 for which collection was no longer deemed probable.

Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842 typically include some form of operating expense reimbursement by the tenant. Rental income related to operating leases and the corresponding variable lease payments, which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes, for the periods indicated were as follows (in thousands):

						Year Ended December 31,
						2024						2023						2022
Fixed income from operating leases						$	1,351,865					$	1,344,096					$	1,258,238
Variable lease income						218,413						211,977						193,548

On September 30, 2024, we reached agreements with a tenant to sell 15 properties, which are included in two master leases previously classified as operating leases. As a result of the agreement to sell the properties, the two leases were classified as sales-type leases in accordance with ASC 842 and a gain of $92,593,000 was recognized in gain (loss) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income. We recognized $8,167,000 of interest income related to investments in sales-type leases during the year ended December 31, 2024. We did not record any interest income from sales-type leases during the years ended December 31, 2023 or 2022. During the three months ended December 31, 2024, we sold 11 of the properties for net proceeds of $101,614,000, which was recognized in proceeds from sales of real property in the Consolidated Statements of Cash Flows. We expect to sell the remaining four properties during 2025.

For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $587,224,000, $466,162,000 and $410,749,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table sets forth the future minimum lease payments receivable for operating leases in effect at December 31, 2024 (excluding properties in our Seniors Housing Operating portfolio and excluding any operating expense reimbursements) (in thousands):

						Operating Leases
2025						$	1,430,747
2026						1,414,315
2027						1,405,804
2028						1,384,054
2029						1,355,320
Thereafter						10,224,420
Total						$	17,214,660

Future payments related to properties subject to leases classified as sales-type leases as of December 31, 2024, which represent the estimated purchase price plus remaining rents, totaled $174,560,000.

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7. Loans Receivable

Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and other assets. The following is a summary of our loans receivable (in thousands):

						Year Ended December 31,
						2024						2023
Mortgage loans						$	1,540,437					$	1,057,516
Other real estate loans						290,438						324,660
Allowance for credit losses on real estate loans receivable						(25,831)						(20,589)
Real estate loans receivable, net of credit allowance						1,805,044						1,361,587
Non-real estate loans						230,508						503,993
Allowance for credit losses on non-real estate loans receivable						(7,966)						(173,874)
Non-real estate loans receivable, net of credit allowance						222,542						330,119
Total loans receivable, net of credit allowance						$	2,027,586					$	1,691,706

Accrued interest receivable was $32,205,000 and $31,798,000 as of December 31, 2024 and December 31, 2023, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets.

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

						Year Ended
						December 31, 2024						December 31, 2023						December 31, 2022
Advances on loans receivable						$	623,501					$	490,736					$	156,045
Less: Receipts on loans receivable						294,409						90,215						196,310
Net cash advances (receipts) on loans receivable						$	329,092					$	400,521					$	(40,265)

During the year ended December 31, 2024, we provided a first mortgage loan in the amount of $456,199,000, collateralized by a portfolio of seniors housing communities. The loan bears interest at 10% per annum.

The following is a summary of our loans by credit loss category (in thousands):

			December 31, 2024
Loan category			Years of Origination			Loan Carrying Value						Allowance for Credit Loss						Net Loan Balance						No. of Loans
Deteriorated loans			2007 - 2019			$	9,450					$	(7,293)					$	2,157					3
Collective loan pool			2010 - 2019			141,404						(1,815)						139,589						11
Collective loan pool			2020			34,390						(442)						33,948						5
Collective loan pool			2021			865,713						(11,271)						854,442						10
Collective loan pool			2022			90,953						(1,168)						89,785						13
Collective loan pool			2023			325,479						(4,181)						321,298						10
Collective loan pool			2024			593,994						(7,627)						586,367						14
Total loans						$	2,061,383					$	(33,797)					$	2,027,586					66

Both the unsecured and the secured notes with Genesis are recorded in non-real estate loans receivable. The unsecured notes were included in the deteriorated loan category and per our policy, we did not recognize interest income on these notes during the three years ended December 31, 2024. As of December 31, 2023, the outstanding contractual balance of the unsecured notes was $290,296,000 and the carrying value was $24,246,000 after the application of an allowance for credit losses and consideration of unrecognized interest. The carrying value of the secured indebtedness payable by Genesis to us was $166,859,000. During the year ended December 31, 2024, we sold the entirety of the Genesis unsecured notes receivable for cash proceeds of $24,246,000. In addition, we sold a portion of the secured notes receivable from Genesis for cash proceeds of $74,134,000. The cash proceeds from these sales are included in receipts on loans receivable in the summary of loan activity table above. Additionally, during 2024 the secured notes were modified to extend the maturity date to June 30, 2026 and to convert to cash-pay interest beginning January 1, 2025.

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

						Year Ended December 31,
						2024						2023						2022
Balance at beginning of year						$	194,463					$	164,249					$	166,785
Provision for loan losses, net(1)						10,125						8,797						(1,394)
Purchased deteriorated loan						—						19,077						—
Reserve for unrecognized interest added to principal						—						2,066						—
Loan write-offs						(170,483)						—						—
Foreign currency translation						(308)						274						(1,142)
Balance at end of year						$	33,797					$	194,463					$	164,249
(1) Excludes the provision for loan loss on held-to-maturity debt securities.

8. Investments in Unconsolidated Entities 

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

						Percentage Ownership(1)						December 31, 2024						December 31, 2023
Seniors Housing Operating						10% to 95%						$	1,412,708					$	1,248,774
Triple-net						10% to 25%						35,066						69,848
Outpatient Medical						15% to 50%						249,889						240,078
Non-segment/Corporate						32% to 88%						71,109						77,831
Total												$	1,768,772					$	1,636,531

(1) As of December 31, 2024 and includes ownership of investments classified as liabilities and excludes ownership of in-substance real estate.

During the year ended December 31, 2023 we recognized $35,293,000 of impairment losses related to investments in unconsolidated entities in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. No such impairment losses were recognized during the years ended December 31, 2024 or 2022.

Through June 30, 2023, we owned 34% of Sunrise ManCo, which provided comprehensive property management and accounting services with respect to certain of our Seniors Housing Operating properties operated by Sunrise. We paid Sunrise annual management fees pursuant to long-term management agreements. The management fees paid to Sunrise included a fee based on a percentage of revenues generated by the applicable properties plus, if applicable, positive or negative adjustments based on specified performance targets. For the period in which we owned Sunrise ManCo in 2023, we recognized management fees of $14,185,000 which are reflected within property operating expenses in our Consolidated Statements of Comprehensive Income. For the year ended December 31, 2022, we recognized $27,660,000 of management fees. Prior to the sale of our interest in Sunrise ManCo, we recognized an impairment charge of $28,708,000 in income from unconsolidated entities on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, calculated as the excess of the carrying value of our investment in the management company compared to estimated sales proceeds for its sale.  

At December 31, 2024, the aggregate unamortized basis difference of our joint venture investments of $190,955,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.

We have made loans related to 25 properties as of December 31, 2024 for the development and construction of certain properties that have a carrying value of $941,216,000. We believe that such borrowers typically represent VIEs in accordance with ASC 810. VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower’s equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We are obligated to fund an additional $108,765,000 related to these investments.

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In January 2025, we announced the formation of a private funds management business in conjunction with the launch of our first seniors housing investment fund, which was formed with the intent to invest up to $2 billion in U.S. seniors housing properties that are either stable or with a near-term path to stabilization. Welltower will serve as the General Partner and Asset Manager, and also have a limited partner interest in the fund.

9. Credit Concentration

We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the year ended December 31, 2024, excluding our share of NOI in unconsolidated entities (dollars in thousands):

						Number of						Total						Percent of
Concentration by relationship:(1)						Properties						NOI						NOI(2)
Cogir Management Corporation						129						$	232,991					7%
Integra Healthcare Properties						139						214,872						7%
Sunrise Senior Living						88						170,333						5%
Avery Healthcare						84						139,716						4%
Oakmont Management Group						67						139,453						4%
Remaining portfolio						1,612						2,263,542						73%
Totals						2,119						$	3,160,907					100%

(1) Integra is in our Triple-net segment. Cogir Management Corporation, Sunrise and Oakmont Management Group are in our Seniors Housing Operating segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments.

(2) NOI with our top five relationships comprised 26% of total NOI for the year ending December 31, 2023.

During the year ended December 31, 2024, we transitioned 89 Atria Senior Living properties to six of our existing operating partners. In conjunction with the termination of the property management agreements, we recognized $26 million within other expenses on our Consolidated Statements of Comprehensive Income in excess of amounts already accrued.

10. Borrowings Under Credit Facilities and Commercial Paper Program

At December 31, 2024, we had a primary unsecured credit facility with a consortium of 29 banks that included a $5,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $2,000,000,000 tranche that matures on July 24, 2029 (none outstanding at December 31, 2024) and a $3,000,000,000 tranche that matures on July 24, 2028 (none outstanding at December 31, 2024). The term credit facilities mature on July 19, 2026. The $3,000,000,000 tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the $5,000,000,000 unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at December 31, 2024). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.725% over the adjusted SOFR rate at December 31, 2024. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.125% at December 31, 2024. 

Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $2,000,000,000 (none outstanding at December 31, 2024).

The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands):

						Year Ended December 31,
						2024						2023						2022
Balance outstanding at year end						$	—					$	—					$	—
Maximum amount outstanding at any month end						$	—					$	205,000					$	1,565,000
Average amount outstanding (total of daily principal balances
divided by days in period)						$	—					$	16,233					$	766,167
Weighted average interest rate (actual interest expense divided
by average borrowings outstanding)						—		%				5.05		%				1.75		%

 

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11. Senior Unsecured Notes and Secured Debt

At December 31, 2024, the annual principal payments due on our debt obligations were as follows (in thousands):

						Senior Unsecured Notes (1,2)						Secured Debt (3)						Totals
2025						$	1,260,000					$	216,034					$	1,476,034
2026						700,000						226,754						926,754
2027(4,5)						1,881,865						258,216						2,140,081
2028(6)						2,473,600						160,028						2,633,628
2029						2,085,000						392,703						2,477,703
Thereafter(7)						4,926,000						1,213,488						6,139,488
Total principal balance						13,326,465						2,467,223						15,793,688
Unamortized discounts and premiums, net						(21,972)						—						(21,972)
Unamortized debt issuance costs, net						(76,445)						(15,886)						(92,331)
Fair value adjustments and other, net						(65,946)						(113,182)						(179,128)
Total carrying value of debt						$	13,162,102					$	2,338,155					$	15,500,257

(1) Annual interest rates range from 2.05% to 6.50%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.81%, 4.05% and 4.06%. as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

(2) All senior unsecured notes, with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027, have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.

(3) Annual interest rates range from 1.31% to 6.67%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.17%, 4.76% and 4.33% as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. Gross real property value of the properties securing the debt totaled $6,520,190,000 at December 31, 2024.

(4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $173,575,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2024). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (5.35% at December 31, 2024) and adjusted Canadian Overnight Repo Rate Average plus 0.85% (4.48% at December 31, 2024), respectively.

(5) Includes $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $208,290,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2024).

(6) Includes £550,000,000 of 4.80% senior unsecured notes due 2028 (approximately $688,600,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2024).

(7) Includes £500,000,000 of 4.50% senior unsecured notes due 2034 (approximately $626,000,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2024).

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

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	13,699,619					$	12,584,529					$	11,707,961
Debt issued						1,035,000						1,035,000						1,050,000
Debt extinguished						(1,350,000)						—						—
Foreign currency						(58,154)						80,090						(173,432)
Ending balance						$	13,326,465					$	13,699,619					$	12,584,529

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

We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior unsecured notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, subject to certain contractual restrictions, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such

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notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Exchangeable Senior Unsecured Notes

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

The following is a summary of the outstanding exchangeable features:

						Number of shares of Welltower Inc. Common Stock into which $1,000 of Principal of the Exchangeable Notes is Exchangeable(1)						Approximate Equivalent Exchange Price per Share(1)						Exchangeable Date
2028 Exchangeable Notes						10.4862						$	95.36					November 15, 2027
2029 Exchangeable Notes						7.8177						$	127.91					January 15, 2029

(1) The exchange rate is subject to adjustment upon the occurrence of specified events, including in the event of the payment of a quarterly dividend in excess of $0.61 per share, in the case of the 2028 Exchangeable Notes, and $0.67 per share, in the case of the 2029 Exchangeable Notes, but will not be adjusted for any accrued and unpaid interest. During the quarter ended December 31, 2024, we paid a quarterly dividend of $0.67 per share, which will result in an adjustment to the initial exchange rate of the 2028 Exchangeable Notes in accordance with the indenture for those notes.

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

The 2028 Exchangeable Notes were exchangeable as of December 31, 2024. The 2029 Exchangeable Notes were not exchangeable as of December 31, 2024. There were not any Exchangeable Notes presented for exchange during the years ended December 31, 2024 and 2023.

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

The following is a summary of the components of the outstanding Exchangeable Notes as December 31, 2024 and 2023 (dollars in thousands):

			December 31, 2024												December 31, 2023
			2028 Exchangeable Notes						2029 Exchangeable Notes						2028 Exchangeable Notes
Principal			$	1,035,000					$	1,035,000					$	1,035,000
Less: unamortized debt issuance costs			15,622						18,422						20,245
Net carrying value included in senior unsecured notes			$	1,019,378					$	1,016,578					$	1,014,755

The following is a summary of our interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands).

			Year Ended December 31,
			2024												2023
			2028 Exchangeable Notes						2029 Exchangeable Notes						2028 Exchangeable Notes
Contractual interest expense			$	28,463					$	15,273					$	18,184
Amortization of debt issuance costs			4,668						1,857						2,975
Total interest expense			$	33,131					$	17,130					$	21,159

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	2,222,445					$	2,129,954					$	2,202,312
Debt issued						197,930						385,115						113,183
Debt assumed						960,300						428,578						328,096
Debt extinguished						(450,720)						(687,780)						(399,066)
Debt disposed(1)						(359,140)						—						—
Principal payments						(47,329)						(54,076)						(58,114)
Foreign currency						(56,263)						20,654						(56,457)
Ending balance						$	2,467,223					$	2,222,445					$	2,129,954
(1) Please see Note 5 for additional information.

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2024, we were in compliance in all material respects with all of the covenants under our debt agreements.

12. Derivative Instruments

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

Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk

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

Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. This swap was terminated in January 2024 resulting in a loss of $59,555,000. As of December 31, 2024, the unamortized loss amount was $52,951,000. In January 2024, we entered into a $550,000,000 forward-starting fixed to floating swap which converts a portion of cash flows on our $750,000,000 2.8% senior unsecured notes to floating rate. The swap is effective beginning in June 2025 and matures in December 2030. As of December 31, 2024, the carrying amount of the notes, exclusive of the hedge, is $743,644,000. The fair value of the swap as of December 31, 2024 was ($12,995,000) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets.

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

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

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

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

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During the years ended December 31, 2024, 2023 and 2022 we settled certain net investment hedges generating cash proceeds of $17,118,000, $29,553,000 and $61,853,000, respectively. The balance of the cumulative translation adjustment will be reclassified into earnings if the hedged investment is sold or substantially liquidated.

Derivative Contracts Undesignated

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

Equity Warrants

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

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

						December 31, 2024						December 31, 2023
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars						$	2,904,028					$	2,025,000
Denominated in Pound Sterling						£	1,430,708					£	1,660,708
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars						$	250,000					$	250,000
Denominated in Pound Sterling						£	1,050,000					£	1,050,000
Interest rate swaps and caps designated as cash flow hedges:
Denominated in U.S. Dollars(1)						$	22,601					$	872,601
Interest rate swaps designated as fair value hedges:
Denominated in U.S. Dollars						$	550,000					$	550,000
Derivative instruments not designated:
Foreign currency exchange contracts denominated in Canadian Dollars						$	80,000					$	80,000

(1) At December 31, 2024 the maximum maturity date was September 1, 2028.

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

												Year Ended
Description						Location						December 31, 2024						December 31, 2023						December 31, 2022
Gain (loss) on derivative instruments designated as hedges recognized in income						Interest expense						$	23,546					$	18,068					$	28,894
Gain (loss) on derivative instruments not designated as hedges recognized in income						Interest expense						$	4,609					$	(1,383)					$	4,255
Gain (loss) on equity warrants recognized in income						Gain (loss) on derivatives and financial instruments, net						$	27,898					$	2,218					$	(6,837)
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI						OCI						$	166,329					$	(245,095)					$	442,620

13. Commitments and Contingencies

At December 31, 2024, we had 20 outstanding letter of credit obligations totaling $44,602,000 and expiring in 2025. At December 31, 2024, we had outstanding construction in progress of $1,219,720,000 and were committed to providing additional funds of approximately $540,297,000 to complete construction. Additionally, at December 31, 2024 we had outstanding investments classified as in substance real estate of $941,216,000 and were committed to provide additional funds of $108,765,000 (see Note 8 for additional information). Purchase obligations include $25,068,000 of contingent purchase obligations to fund capital improvements. Rent due from the tenants are increased to reflect the additional investment in the properties.

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14. Stockholders' Equity 

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

						December 31, 2024						December 31, 2023
Preferred Stock, $1.00 par value:
Authorized shares						50,000,000						50,000,000
Issued shares						—						—
Outstanding shares						—						—
Common Stock, $1.00 par value:
Authorized shares						1,400,000,000						700,000,000
Issued shares						637,056,054						566,001,632
Outstanding shares						635,289,329						564,241,181

Common Stock

In October 2024, we entered into an equity distribution agreement whereby we can offer and sell up to $5,000,000,000 aggregate amount of our common stock, which replaced our prior equity distribution agreement dated April 30, 2024 allowing us to sell up to $3,500,000,000 aggregate amount of our common stock (collectively, along with other previous agreements, referred to as the "ATM Program"). The ATM Program allows us to enter into forward sale agreements (none outstanding at December 31, 2024). As of December 31, 2024, we had $3,362,038,000 of remaining capacity under the ATM Program. Subsequent to December 31, 2024, we sold 5,408,311 shares of common stock under the ATM Program.

On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program"). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program during the years ended December 31, 2024, 2023 and 2022.

The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except shares and average price amounts):

						Shares Issued						Average Price						Gross Proceeds						Net Proceeds
2022 Option exercises						2,433						$	67.00					$	163					$	163
2022 ATM Program issuances						43,092,888						86.23						3,715,971						3,667,691
2022 Redemption of OP Units and DownREIT Units						5,498												—						—
2022 Stock incentive plans, net of forfeitures						168,641												—						—
2022 Totals						43,269,460												$	3,716,134					$	3,667,854
2023 Option exercises						3,541						$	78.23					$	277					$	277
2023 ATM Program issuances						53,300,874						80.92						4,313,007						4,290,766
2023 Equity issuance						20,125,000						88.06						1,772,216						1,719,086
2023 Redemption of OP Units and DownREIT Units						335,562												—						—
2023 Stock incentive plans, net of forfeitures						(32,733)												—						—
2023 Totals						73,732,244												$	6,085,500					$	6,010,129
2024 Option exercises						17,809						$	71.59					$	1,275					$	1,275
2024 ATM Program issuances						70,419,530						105.82						7,452,108						7,414,503
2024 Redemption of OP Units and DownREIT Units						494,941												—						—
2024 Stock incentive plans, net of forfeitures						114,579												—						—
2024 Totals						71,046,859												$	7,453,383					$	7,415,778

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Dividends 

Please refer to Note 19 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):

						Year Ended
						December 31, 2024												December 31, 2023												December 31, 2022
						Per Share						Amount						Per Share						Amount						Per Share						Amount
Common stock						$	2.56					$	1,546,291					$	2.44					$	1,259,676					$	2.44					$	1,133,182

Accumulated Other Comprehensive Income

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

						December 31, 2024						December 31, 2023
Foreign currency translation						$	(1,276,625)					$	(913,675)
Derivative and financial instruments designated as hedges						916,844						750,515
Total accumulated other comprehensive income (loss)						$	(359,781)					$	(163,160)

15. Stock Incentive Plans

In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board. Awards granted after March 28, 2022 are issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three to five years. Options expire ten years from the date of grant.

Under our long-term incentive plan, restricted stock awards are market, performance or time-based. For market and performance-based awards, we will grant a target number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of three to four years. Performance-based awards vest after the end of the performance periods. The expected term represents the period from the grant date to the end of the performance period. Compensation expense for performance-based awards is measured based on the probability of achievement of certain performance goals and is recognized over the performance period. For the portion of the grant for which the award is determined by the operating performance metrics, the compensation cost is based on the grant date closing price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance-based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return ("TSR"), management used a Monte Carlo model to assess the fair value and compensation cost. For time-based awards, the fair value of the restricted stock is equal to the market price of our common stock on the date of grant and is amortized over the vesting periods. For purposes of measuring stock-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were deemed necessary for the years ended December 31, 2024, 2023 or 2022. Forfeitures are accounted for as they occur.

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

						Year Ended December 31,
						2024						2023						2022
Stock options						$	16,837					$	2,741					$	2,378
Restricted stock units						58,984						34,458						23,771
Total compensation expense						$	75,821					$	37,199					$	26,149

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Stock Options

The following is a summary of time-based stock option activity in 2024:

			Amount						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (years)						Intrinsic Value ($000's)
Balance as of December 31, 2023			636,260						$	75.73
Options granted			30,111						87.13
Options exercised			(47,544)						72.26
Options forfeited			(5,598)						84.56
Balance as of December 31, 2024			613,229						$	76.47					7.0						$	30,390
Exercisable as of December 31, 2024			336,164						$	74.39					6.7						$	17,360

We used the Black-Scholes option pricing model to determine the grant date fair value of time-based options. The weighted average assumptions used are as follows:

			2024
Dividend yield			2.80%
Estimated volatility(1)			34.53%
Risk free rate			4.13%
Expected life of options (years)			4.3
Estimated fair value			$23.22

(1) Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.

As of December 31, 2024, there was $2,478,000 of total unrecognized compensation expense related to unvested time-based stock options that is expected to be recognized over a weighted average period of one year.

During December 2021, we granted special nonrecurring performance-based stock option awards to executives and key employees. The grant date fair value was estimated on the date of grant using the Black-Scholes option pricing model. These options have a performance condition based on a Funds From Operations goal measured over the performance period of January 1, 2022 to December 31, 2024. These awards vest over two years after the end of the performance period. Compensation expense is measured based on the probability of achievement of the performance goal and is recognized over both the performance period and the vesting period. During the year ended December 31, 2024, achievement of the performance goal became probable and then was met, resulting in the recognition of stock compensation expense of $14,073,000, including the cumulative catch up adjustment, in general and administrative expenses in the Consolidated Statements of Comprehensive Income.

The following is a summary of performance-based stock option activity as of December 31, 2024:

			Amount						Weighted Average Exercise Price						Weighted Average Grant Date Fair Value						Weighted Average Remaining Contractual Life (years)						Intrinsic Value ($000's)
Outstanding as of December 31, 2023			815,121						$	83.44					$	20.31
Options granted			123,538						$	95.82					$	18.31
Options forfeited			(60,562)						$	83.44					$	20.31
Outstanding as of December 31, 2024			878,097						$	85.18					$	20.03					7.4						$	35,869
Exercisable as of December 31, 2024			—						$	—					$	—					—						$	—

As of December 31, 2024, there was $3,515,000 of total unrecognized compensation expense related to unvested performance-based stock options that is expected to be recognized over a weighted average period of two years.

Restricted Stock

During January 2022, we granted special nonrecurring performance-based restricted stock awards under the terms of an Outperformance Program ("2022-2025 OPP"). The grant date fair value was estimated on the date of grant using a Monte Carlo model. These awards have performance conditions based on a Funds From Operations goal and absolute and relative TSR goals measured over the performance period of January 1, 2022 to December 31, 2025. These awards vest after the end of the performance period. Compensation expense is measured based on the probability of achievement of the performance goals and is recognized over the performance period. During the year ended December 31, 2024, achievement of the performance goals

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became probable, resulting in the recognition of stock compensation expense of $19,341,000, including the cumulative catch up adjustment, in general and administrative expenses in the Consolidated Statements of Comprehensive Income.

The following is a summary of our 2022-2025 OPP restricted stock activity as of December 31, 2024:

						Restricted Stock
						Amount						Weighted Average Grant Date Fair Value
Balance as of December 31, 2023						932,225						$	27.60
Granted						52,846						55.63
Forfeited or expired						(52,533)						27.60
Balance as of December 31, 2024						932,538						$	29.19

As of December 31, 2024, there was $7,893,000 of total unrecognized compensation expense related to unvested 2022-2025 OPP restricted stock that is expected to be recognized over a weighted average period of one year. 

The following is a summary of our restricted stock activity (including market, performance and time-based awards, and excluding OPP awards) as of December 31, 2024:

						Restricted Stock
						Amount						Weighted Average Grant Date Fair Value
Balance as of December 31, 2023						1,746,015						$	98.03
Vested						(438,166)						115.05
Granted						508,056						84.16
Change in awards based on performance(1)						377,232						82.98
Forfeited or expired						(53,984)						105.77
Balance as of December 31, 2024						2,139,153						$	96.76

(1) Represents the change in number of market and performance-based awards earned as a result of performance achievement.

We used a Monte Carlo model to assess the compensation cost associated with the portion of the market awards granted for which achievement will be determined using TSR measures. The model also considers a post-vesting holding period. The weighted average assumptions used are as follows:

						2024
Dividend yield						2.80%
Estimated volatility over the life of the plan(1)						24.32% - 26.00%
Risk free rate						4.31% - 5.23%
Estimated market based performance award value based on total shareholder return measure						$82.74

(1) Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.

As of December 31, 2024, there was $45,944,000 of total unrecognized compensation expense related to unvested restricted stock that is expected to be recognized over a weighted average period of two years. 

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16. Earnings Per Share

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

						Year Ended December 31,
						2024						2023						2022
Numerator for basic earnings per share - net income attributable to common stockholders						$	951,680					$	340,094					$	141,214
Adjustment for net income (loss) attributable to OP Units and DownREIT Units						1,700						(303)						165
Numerator for diluted earnings per share						$	953,380					$	339,791					$	141,379
Denominator for basic earnings per share - weighted average shares						602,975						515,629						462,185
Effect of dilutive securities:
Employee stock options						262						32						20
Unvested restricted shares and units						1,932						1,031						1,058
OP Units and DownREIT Units						2,207						1,983						1,865
Employee stock purchase program						21						26						30
Exchangeable Notes						1,353						—						—
Dilutive potential common shares						5,775						3,072						2,973
Denominator for diluted earnings per share - adjusted weighted average shares						608,750						518,701						465,158
Basic earnings per share						$	1.58					$	0.66					$	0.31
Diluted earnings per share						$	1.57					$	0.66					$	0.30

The 2028 Exchangeable Notes and the 2029 Exchangeable Notes are included in the computation of diluted earnings per share for the year ended December 31, 2024. The 2028 Exchangeable Notes were not included in the computation of diluted earnings per share for the year ended December 31, 2023 as they were anti-dilutive.

17. Disclosure about Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three level valuation hierarchy exists for disclosures of fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels are defined below:

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

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

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

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

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

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

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

Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate.

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

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

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

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

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

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

						December 31, 2024												December 31, 2023
						Carrying						Fair						Carrying						Fair
						Amount						Value						Amount						Value
Financial assets:
Investments in sales-type leases, net						$	172,260					$	172,260					$	—					$	—
Mortgage loans receivable						1,520,503						1,587,896						1,043,252						1,105,260
Other real estate loans receivable						284,541						286,096						318,335						319,905
Cash and cash equivalents						3,506,586						3,506,586						1,993,646						1,993,646
Restricted cash						204,871						204,871						82,437						82,437
Non-real estate loans receivable						222,542						219,813						330,119						312,985
Foreign currency forward contracts, interest rate swaps and cross currency swaps						99,968						99,968						37,118						37,118
Equity warrants						62,320						62,320						35,772						35,772
Financial liabilities:
Senior unsecured notes						$	13,162,102					$	13,276,784					$	13,552,222					$	13,249,247
Secured debt						2,338,155						2,271,886						2,183,327						2,144,059
Foreign currency forward contracts, interest rate swaps and cross currency swaps						13,001						13,001						96,023						96,023
Redeemable DownREIT Unitholder interests						$	49,226					$	49,226					$	77,928					$	77,928

Items Measured at Fair Value on a Recurring Basis 

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

						Fair Value Measurements as of December 31, 2024
						Total						Level 1						Level 2						Level 3
Equity warrants						$	62,320					$	—					$	—					$	62,320
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)						86,967						—						86,967						—
Totals						$	149,287					$	—					$	86,967					$	62,320

(1) Please see Note 12 for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the change in fair value of equity warrants using unobservable Level 3 inputs for the years presented (in thousands):

						Years Ended
						December 31, 2024						December 31, 2023
Beginning balance						$	35,772					$	30,436
Warrants acquired						—						1,202
Mark-to-market adjustment						27,898						2,218
Foreign currency						(1,350)						1,916
Ending balance						$	62,320					$	35,772

The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate which was 10.0% as of December 31, 2024 and 2023, respectively.

Items Measured at Fair Value on a Nonrecurring Basis 

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

18. Segment Reporting

We invest in seniors housing and healthcare real estate. We evaluate our business and make resource allocations for our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living communities, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof. Seniors Housing Operating properties that are deemed qualified healthcare properties are owned and operated through RIDEA structures (see Note 2). Our Triple-net properties include the property types described above, as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and healthcare real estate through acquisition of single tenant properties. Properties acquired are generally leased under triple-net leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of property management by us.

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

During the year ended December 31, 2024, we adopted ASU 2023-07 (see Note 2 for further details). Additionally, we reclassified loans receivable balances and equity warrants received through lending activities (see Note 12 for further details), the related interest income, provision for loan losses and change in the fair value of the equity warrants from our three operating segments to Non-segment/Corporate to better align with the manner in which the CODM reviews results. Accordingly, the segment information provided in this Note has been updated to conform to the current presentation for all periods presented.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions are eliminated.

The following table summarizes information for the reportable segments during the years ended December 31, 2024 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	6,027,149					$	—					$	—					$	—					$	6,027,149
Rental income						—						777,297						792,981						—						1,570,278
Interest income						—						8,167						—						248,024						256,191
Other income						8,312						3,307						9,132						116,749						137,500
Total revenues						6,035,461						788,771						802,113						364,773						7,991,118
Total property operating expenses						4,523,780						40,722						245,636						20,073						4,830,211
Consolidated net operating income (loss)						$	1,511,681					$	748,049					$	556,477					$	344,700					3,160,907
Depreciation and amortization																														1,632,093
Interest expense																														574,261
General and administrative expenses																														235,491
Loss (gain) on derivatives and financial instruments, net																														(27,887)
Loss (gain) on extinguishment of debt, net																														2,130
Provision for loan losses, net																														10,125
Impairment of assets																														92,793
Other expenses																														117,459
Income (loss) from continuing operations before income taxes and other items																														524,442
Income tax (expense) benefit																														(2,700)
Income (loss) from unconsolidated entities																														(496)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														451,611
Income (loss) from continuing operations																														972,857
Net income (loss)																														$	972,857

The following table summarizes significant expense categories by segment for the year ended December 31, 2024 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	2,659,251					$	77					$	55,817					$	—					$	2,715,145
Utilities						275,885						266						52,141						—						328,292
Food						246,893						—						—						—						246,893
Repairs and maintenance						171,155						73						40,977						—						212,205
Property taxes						210,028						29,918						70,626						—						310,572
Other segment expenses(1)						960,568						10,388						26,075						20,073						1,017,104
Total property operating expenses						$	4,523,780					$	40,722					$	245,636					$	20,073					$	4,830,211
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information for the reportable segments for the year ended December 31, 2023 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	4,753,804					$	—					$	—					$	—					$	4,753,804
Rental income						—						814,751						741,322						—						1,556,073
Interest income						—						1,369						—						166,985						168,354
Other income						9,743						70,986						9,167						69,868						159,764
Total revenues						4,763,547						887,106						750,489						236,853						6,637,995
Total property operating expenses						3,655,508						42,194						231,956						18,118						3,947,776
Consolidated net operating income (loss)						$	1,108,039					$	844,912					$	518,533					$	218,735					2,690,219
Depreciation and amortization																														1,401,101
Interest expense																														607,846
General and administrative expenses																														179,091
Loss (gain) on derivatives and financial instruments, net																														(2,120)
Loss (gain) on extinguishment of debt, net																														7
Provision for loan losses, net																														9,809
Impairment of assets																														36,097
Other expenses																														108,341
Income (loss) from continuing operations before income taxes and other items																														350,047
Income tax (expense) benefit																														(6,364)
Income (loss) from unconsolidated entities																														(53,442)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														67,898
Income (loss) from continuing operations																														358,139
Net income (loss)																														$	358,139

The following table summarizes significant expense categories by segment for the year ended December 31, 2023 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	2,179,578					$	61					$	50,900					$	—					$	2,230,539
Utilities						237,438						380						48,248						—						286,066
Food						195,410						—						—						—						195,410
Repairs and maintenance						141,566						138						36,991						—						178,695
Property taxes						172,567						32,957						71,448						—						276,972
Other segment expenses(1)						728,949						8,658						24,369						18,118						780,094
Total property operating expenses						$	3,655,508					$	42,194					$	231,956					$	18,118					$	3,947,776
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information for the reportable segments for the year ended December 31, 2022 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Resident fees and services						$	4,173,711					$	—					$	—					$	—					$	4,173,711
Rental income						—						782,329						669,457						—						1,451,786
Interest income						—						1,606						—						148,965						150,571
Other income						63,839						6,776						8,998						4,934						84,547
Total revenues						4,237,550						790,711						678,455						153,899						5,860,615
Total property operating expenses						3,292,045						44,483						205,997						16,245						3,558,770
Consolidated net operating income (loss)						$	945,505					$	746,228					$	472,458					$	137,654					2,301,845
Depreciation and amortization																														1,310,368
Interest expense																														529,519
General and administrative expenses																														150,390
Loss (gain) on derivatives and financial instruments, net																														8,334
Loss (gain) on extinguishment of debt, net																														680
Provision for loan losses, net																														10,320
Impairment of assets																														17,502
Other expenses																														101,670
Income (loss) from continuing operations before income taxes and other items																														173,062
Income tax (expense) benefit																														(7,247)
Income (loss) from unconsolidated entities																														(21,290)
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net																														16,043
Income (loss) from continuing operations																														160,568
Net income (loss)																														$	160,568

The following table summarizes significant expense categories by segment for the year ended December 31, 2022 (in thousands):

						Seniors Housing Operating						Triple-net						Outpatient Medical						Non-segment/Corporate						Total
Compensation						$	1,973,307					$	109					$	46,190					$	—					$	2,019,606
Utilities						213,067						440						42,125						—						255,632
Food						173,639						—						—						—						173,639
Repairs and maintenance						130,828						211						32,595						—						163,634
Property taxes						156,585						33,128						64,205						—						253,918
Other segment expenses(1)						644,619						10,595						20,882						16,245						692,341
Total property operating expenses						$	3,292,045					$	44,483					$	205,997					$	16,245					$	3,558,770
(1) Other segment expenses for Seniors Housing Operating include management fees, insurance expense, marketing, supplies, other miscellaneous expenses and right of use asset amortization for properties subject to lease. Triple-net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Outpatient Medical other segment expenses include insurance expense, right of use asset amortization for properties subject to ground leases and other miscellaneous expenses. Non-segment/Corporate other segment expenses primarily represent insurance costs related to our captive insurance program.

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

						As of
						December 31, 2024												December 31, 2023
Assets:						Amount						%						Amount						%
Seniors Housing Operating						$	30,094,016					59.0		%				$	24,622,107					55.9		%
Triple-Net						7,934,415						15.5		%				8,394,073						19.1		%
Outpatient Medical						7,530,815						14.8		%				7,327,102						16.6		%
Non-segment/Corporate						5,485,062						10.7		%				3,668,884						8.4		%
Total						$	51,044,308					100.0		%				$	44,012,166					100.0		%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

						Year Ended
						December 31, 2024												December 31, 2023												December 31, 2022
Revenues:						Amount						%						Amount						%						Amount						%
United States						$	6,564,077					82.1		%				$	5,521,933					83.2		%				$	4,843,417					82.6		%
United Kingdom						872,479						10.9		%				606,750						9.1		%				558,308						9.5		%
Canada						554,562						7.0		%				509,312						7.7		%				458,890						7.9		%
Total						$	7,991,118					100.0		%				$	6,637,995					100.0		%				$	5,860,615					100.0		%
						Year Ended
						December 31, 2024												December 31, 2023												December 31, 2022
Resident fees and services:						Amount						%						Amount						%						Amount						%
United States						$	4,808,221					79.8		%				$	3,811,915					80.2		%				$	3,325,466					79.7		%
United Kingdom						683,803						11.3		%				447,219						9.4		%				401,195						9.6		%
Canada						535,125						8.9		%				494,670						10.4		%				447,050						10.7		%
Total						$	6,027,149					100.0		%				$	4,753,804					100.0		%				$	4,173,711					100.0		%
						As of
						December 31, 2024												December 31, 2023
Assets:						Amount						%						Amount						%
United States						$	41,966,871					82.2		%				$	36,929,186					83.9		%
United Kingdom						5,892,598						11.5		%				3,587,230						8.2		%
Canada						3,184,839						6.3		%				3,495,750						7.9		%
Total						$	51,044,308					100.0		%				$	44,012,166					100.0		%

19. Income Taxes and Distributions 

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

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits ("Pillar 2") that has been agreed upon in principle by over 140 countries. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines. These changes did not have a material impact on our consolidated financial statements for 2024. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.

Cash distributions paid to common stockholders for federal income tax purposes are as follows for the periods presented:

						Year Ended December 31,
						2024						2023						2022
Per share:
Ordinary dividend(1)						$	1.3948					$	1.6719					$	2.4400
Long-term capital gain/(loss)(2)						0.5147						0.1159						—
Return of capital						0.6505						0.6522						—
Totals						$	2.5600					$	2.4400					$	2.4400

(1) For the years ended December 31, 2024, 2023 and 2022, includes Section 199A dividends of $1.3948, $1.6719 and $2.4400 respectively.

(2) For the years ended December 31, 2024, 2023 and 2022, includes Unrecaptured Section 1250 Gains of $0.1268, $0.0150 and $0.0000, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Current tax expense						$	9,216					$	8,840					$	18,289
Deferred tax benefit						(6,516)						(2,476)						(11,042)
Income tax expense (benefit)						$	2,700					$	6,364					$	7,247

REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2024, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions. 

The provision for income taxes for the year ended December 31, 2024 primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2024, 2023 and 2022, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes was ($978,000), $5,938,000 and $5,222,000, respectively.

A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2024, 2023 and 2022, to the income tax expense/(benefit) is as follows for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes						$	204,869					$	76,547					$	35,241
Increase (decrease) in valuation allowance(1)						70,680						35,515						30,237
Tax at statutory rate on earnings not subject to federal income taxes						(207,017)						(141,044)						(75,729)
Foreign permanent depreciation						1,947						2,103						2,033
Other differences						(67,779)						33,243						15,465
Totals						$	2,700					$	6,364					$	7,247

(1) Excluding purchase price accounting.

Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset/(liability) attributes, are summarized as follows for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs						$	(41,711)					$	(40,336)					$	(39,212)
Operating loss and interest deduction carryforwards						394,168						323,852						254,852
Expense accruals and other						76,767						64,970						94,999
Valuation allowances						(400,753)						(330,073)						(294,558)
Net deferred tax assets (liabilities)						$	28,471					$	18,413					$	16,081

On the basis of the evaluations performed as required by the codification, valuation allowances totaling $400,753,000 were recorded on U.S. taxable REIT subsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to subjective evidence such as our projections for growth). The valuation allowance activity is summarized as follows for the periods presented (in thousands):

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	330,073					$	294,558					$	264,321
Expense (benefit)						70,680						35,515						30,237
Ending balance						$	400,753					$	330,073					$	294,558

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a REIT, we are subject to certain corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. 

Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2021 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2020. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2020 related to entities acquired or formed in connection with acquisitions and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2018 related to entities acquired or formed in connection with acquisitions. 

At December 31, 2024, we had a net operating loss (“NOL”) carryforward related to the REIT of $358,461,000. Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2017 will expire through 2037. Beginning with the tax years after December 31, 2017, the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning after 2020, limits the use of NOLs to 80% of taxable income.

At December 31, 2024 and 2023, we had an NOL carryforward related to Canadian entities of $397,776,000 and $467,804,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2024 and 2023, we had an NOL carryforward related to U.K. entities of $321,618,000 and $218,258,000, respectively. These U.K. losses do not have a finite carryforward period. 

20. Variable Interest Entities 

We have entered into joint ventures and have certain subsidiaries that are either wholly owned by us or by consolidated joint ventures which own real estate investments and are deemed to be VIEs. Our VIEs primarily hold real estate assets within our Seniors Housing Operating and Triple-net portfolios, the nature and risk of which are consistent with our overall portfolio. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such entities have been consolidated and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):

						December 31, 2024						December 31, 2023
Assets:
Net real estate investments						$	3,503,190					$	3,277,741
Cash and cash equivalents						14,274						19,529
Receivables and other assets						152,071						43,513
Total assets(1)						$	3,669,535					$	3,340,783
Liabilities and equity:
Secured debt						$	232,530					$	76,507
Lease liabilities						2,536						2,539
Accrued expenses and other liabilities						14,867						13,850
Total equity						3,419,602						3,247,887
Total liabilities and equity						$	3,669,535					$	3,340,783

(1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs and VIE's creditors do not have recourse to Welltower.

We recognized revenues from consolidated VIEs in the aggregate of $500,363,000, $253,989,000 and $48,347,000 for the years ending December 31, 2024, 2023 and 2022, respectively.

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

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Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.

Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2024.

The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Welltower Inc. 

Opinion on Internal Control Over Financial Reporting

We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Welltower Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024 and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/  Ernst & Young LLP

 

Toledo, Ohio

February 12, 2025

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Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III 

Item 10. Directors, Executive Officers and Corporate Governance 

The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” "Insider Trading Policy," “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the company will be promptly disclosed on the Internet at www.welltower.com. 

In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance. Please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance. 

The information on our website is not incorporated by reference in this Annual Report on Form 10-K and our web address is included as an inactive textual reference only. 

Item 11. Executive Compensation 

The information required under Item 11 is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

The information required under Item 12 is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required under Item 13 is incorporated herein by reference to the information under the headings “Corporate Governance — Independence and Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.

Item 14. Principal Accounting Fees and Services

The information required under Item 14 is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)     1. Our Consolidated Financial Statements are included in Part II, Item 8:  

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			79
Consolidated Balance Sheets – December 31, 2024 and 2023			81
Consolidated Statements of Comprehensive Income — Years ended December 31, 2024, 2023 and 2022			82
Consolidated Statements of Equity — Years ended December 31, 2024, 2023 and 2022			84
Consolidated Statements of Cash Flows — Years ended December 31, 2024, 2023 and 2022			85
Notes to Consolidated Financial Statements			86
Page number link to schedule III			134

2. The following Financial Statement Schedules are included beginning on page 134

III – Real Estate and Accumulated Depreciation

IV – Mortgage Loans on Real Estate 

All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.

3.     Exhibits:

The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.

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2.1    Agreement and Plan of Merger, dated March 7, 2022, by and among the Company, WELL Merger Holdco Inc. and WELL Merger Holdco Sub Inc. (filed with the Commission as Exhibit 2.1 to the Company's Form 8-K filed on March 7, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

3.1    Restated Certificate of Incorporation of the Company. (filed with the Commission as Exhibit 3.2 to the Form 8-K filed on May 24, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

3.2    Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Form 8-K filed on November 30, 2023 (File No. 001-08923), and incorporated herein by reference thereto).

3.3    Limited Liability Company Agreement of Welltower OP LLC, dated as of May 24, 2022 (filed with the Commission as Exhibit 3.2 to the Company's Form 8-K filed on May 25, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

3.4    Amendment No. 1 to Limited Liability Company Agreement of Welltower OP LLC, dated as of June 1, 2022.

4.1(a)    Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed on March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(b)    Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(c)    Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(d)    Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(e)    Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(f)    Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(g)    Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed on October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(h)    Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(i)    Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed on April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(j)    Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed on August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(k)    Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed on February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(l)     Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company's Form 8-K filed on August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).

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4.1(m)     Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed on December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(n)    Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed on June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(o)    Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on March 25, 2021 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(p)    Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on June 28, 2021 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(q)    Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on November 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(r)    Supplemental Indenture No. 22, dated as of March 31, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed on March 31, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

4.1(s)    Supplemental Indenture No. 23, dated as of April 1, 2022, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

4.2    Indenture, dated May 11, 2023, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).

4.3    Form of Indenture for Senior Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company’s Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.4    Form of Indenture for Senior Subordinated Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company's Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.5    Form of Indenture for Junior Subordinated Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company's Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.6    Form of Indenture for Senior Debt Securities, among Welltower OP Inc, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.5 to the Company's Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.7    Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP Inc., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.6 to the Company's Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.8    Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP Inc., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.7 to the Company's Form S-3 filed on April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).

4.9(a)    Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Company’s Form 10-K filed on February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).

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4.9(b)    Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.4(c) to the Company's Form 10-K filed on February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).

4.10    Indenture, dated July 11, 2024, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on July 11, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

4.11    Description of Securities of the Registrant.

10.1(a)    Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as joint book runners; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Wells Fargo Bank, N.A., MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, TD Bank, NA, Truist Bank and Bank of Montreal, as co-senior managing agents and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. (filed with the Commission as Exhibit 10.1 to the Company’s 8-K filed on June 8, 2021 (File No. 001-08923), and incorporated herein by reference thereto).

10.1(b)    Consent and Amendment No. 1 to Credit Agreement, dated April 1, 2022, by and among the Company, Welltower OP Inc., the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

10.1(c)     Amendment No. 2 to Credit Agreement, dated June 15, 2022, by and among the Company, Welltower OP LLC, the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed on June 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).

10.1(d)     Amendment No. 3 to Credit Agreement, dated as of June 14, 2024, by and among the Company; Welltower OP LLC; the lenders therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A. , as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed on July 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

10.1(e)    Amendment No. 4 to Credit Agreement, dated as of July 24, 2024, by and among the Company; Welltower OP LLC the lenders therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A. , as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The

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Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed on July 29, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

10.2    Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed on February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*

10.3    Summary of Director Compensation.*

10.4(a)     Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed on May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*

10.4(b)    Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*

10.4(c)    Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*

10.4(d)    Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to the Company’s Form 10-K filed on February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*

10.4(e)    Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.4(e) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.5    Executive Employment Agreement, dated May 19, 2021, between the Company and Shankh Mitra (filed with the Commission as Exhibit 99.1 to the Company's Form 8-K filed on May 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*

10.6    Employment Offer Letter, dated May 20, 2021, between the Company and John F. Burkart (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed on July 30, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*

10.7    Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed on November 5, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*

10.8    Welltower Inc. 2021-2023 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(a) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.9    Form of Long-Term Incentive Program Award Agreement under the 2021-2023 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(b) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.10(a)    Welltower Inc. 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(a) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.10(b)    Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(b) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.11(a)    Welltower Inc. 2023-2025 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed on May 3, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

129

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10.11(b)    Form of Welltower Inc. 2023-2025 Long-Term Incentive Program Award Agreement (filed with the Commission as Exhibit 10.2 to the Company's Form 10-Q filed on May 3, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.12(a)    2022 Outperformance Program (filed with the Commission as Exhibit 10.19(a) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.12(b)    Form of Outperformance Program Award Agreement under the 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(b) to the Company's Form 10-K filed on February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.13(a)    Welltower Inc. 2022 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.13(b)    Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement (filed with the Commission as Exhibit 10.16(b) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.13(c)    Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.4 to the Company's Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*

10.13(d)    Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Employees) (filed with the Commission as Exhibit 10.13(d) to the Company’s Form 10-K filed on February 15, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*

10.14(a)    Welltower Inc. 2024-2026 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*

10.14(b)    Form of Welltower Inc. 2024-2026 Long-Term Incentive Program Award Agreement (filed with the Commission as Exhibit 10.2 to the Company's Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*

10.15    Welltower Inc. 2022 Employee Stock Purchase Plan (filed with the Commission as Exhibit 10.3 to the Form 8-K12B filed on April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(a)    Welltower OP LLC Profits Interests Plan (filed with the Commission as Exhibit 10.17(a) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(b)    Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(b) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(c)    Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(c) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(d)    Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award) (filed with the Commission as Exhibit 10.17(d) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(e)    Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award for 2021 Special Stock Option Grant) (filed with the Commission as Exhibit 10.17(e) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(f)    Form of Welltower OP LLC Profits Interests Plan Outperformance LTIP Unit Agreement (Outperformance Exchange Equity Award) (filed with the Commission as Exhibit 10.17(f) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(g)    Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(g) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

130

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10.16(h)    Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (filed with the Commission as Exhibit 10.17(h) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(i)     Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(i) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(j)    Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (filed with the Commission as Exhibit 10.17(j) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(k)    Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10.17(k) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(l)    Form of Welltower OP LLC Profits Interest Plan Vested Deferred LTIP Unit Agreement (Non-Employee Director) (filed with the Commission as Exhibit 10.17(n) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.16(m) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed on April 30, 2024 (File No. 001-08923), and incorporated herein by reference thereto).*

10.17    Form of Accrued Dividend Cash Award Agreement (filed with the Commission as Exhibit 10.17(l) to the Company's Form 10-K filed on February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*

10.18    Registration Rights Agreement, dated as of May 11, 2023, by and among the Company, Welltower OP LLC and the initial purchasers party thereto (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed on May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).

10.19    Registration Rights Agreement, dated as of July 11, 2024, by and among the Company, Welltower OP LLC and the initial purchasers party thereto (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed on July 11, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

10.20     Equity Distribution Agreement, dated as of October 29, 2024, among the Company, Welltower OP LLC, the sales agents and the related forward purchasers (filed with the Commission as Exhibit 1.1 to the Company's Form 8-K filed on October 29, 2024 (File No. 001-08923), and incorporated herein by reference thereto).

19     Insider Trading Policy.

21    Subsidiaries of the Company.

22    List of Subsidiary Issuers and Guaranteed Securities.

23    Consent of Ernst & Young LLP, independent registered public accounting firm.

24    Powers of Attorney.

31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1    Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.

32.2    Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.

97    Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement.

101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

131

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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104    The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included in Exhibit 101)

*						Management Contract or Compensatory Plan or Arrangement.

Item 16. Form 10-K Summary

None.

132

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

Date:  February 12, 2025

WELLTOWER INC.

By:

/s/ Shankh Mitra

Shankh Mitra,

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 12, 2025 by the following persons on behalf of the Registrant and in the capacities indicated. 

/s/  Kenneth J. Bacon **						/s/  Johnese M. Spisso **
Kenneth J. Bacon, Chairman and Director						Johnese M. Spisso, Director
/s/  Karen B. DeSalvo **						/s/  Kathryn M. Sullivan **
Karen B. DeSalvo, Director						Kathryn M. Sullivan, Director
/s/  Andrew Gundlach						/s/  Shankh Mitra **
Andrew Gundlach, Director						Shankh Mitra, Chief Executive Officer and Director
						(Principal Executive Officer)
/s/  Dennis G. Lopez **						/s/  Timothy G. McHugh **
Dennis G. Lopez, Director						Timothy G. McHugh, Co-President & Chief Financial Officer
						(Chief Financial Officer)
/s/  Ade J. Patton **						/s/  Joshua T. Fieweger**
Ade J. Patton, Director						Joshua T. Fieweger, Chief Accounting Officer
						(Principal Accounting Officer)
/s/  Sergio D. Rivera **						**By:     /s/  Shankh Mitra
Sergio D. Rivera, Director						Shankh Mitra, Attorney-in-Fact

133

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Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2024
(Dollars in thousands)
												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Seniors Housing Operating:
Aberdeen, UK						$	—					$	—					$	4,155					$	90					$	—					$	4,245					$	554					2024						2008						North Deeside Road
Adderbury, UK						—						2,193						12,833						57						2,104						12,979						2,731						2015						2017						Banbury Road
Adrian, MI						—						1,171						4,785						425						1,181						5,200						966						2022						2015						2625 N Adrian Highway
Aiken, SC						—						2,256						21,496						1,707						2,256						23,203						2,011						2023						2018						530 Benton House Way
Akron, OH						—						—						—						6,250						991						5,259						297						2021						2016						3522 Commercial Drive
Albertville, AL						—						170						6,203						2,897						176						9,094						3,759						2010						1999						151 Woodham Drive
Albuquerque, NM						21,112						3,847						29,821						25						3,847						29,846						761						2024						2016						10700 Fineland Drive
Alexandria, VA						—						8,280						50,914						1,394						8,305						52,283						9,558						2016						2018						5550 Cardinal Place
Alexandria, VA						—						—						—						61,099						8,700						52,399						4,037						2018						2021						400 N Washington Street
Alexandria, VA						—						12,168						21,210						17,853						12,439						38,792						11,842						2021						1972						5100 Fillmore Avenue
Allegan, MI						—						858						6,252						141						863						6,388						748						2022						2008						620 Ely Street
Allen, TX						—						—						—						5,017						5,017						—						—						2021						1900						Bossy Boots Drive
Allentown, PA						—						1,821						10,405						173						1,821						10,578						936						2024						1900						1263 S Cedar Crest Boulevard
Alma, MI						—						1,267						6,543						1,108						1,370						7,548						1,178						2020						2009						1320 Pine Avenue
Altrincham, UK						—						3,157						18,735						9,637						4,297						27,232						9,641						2012						2009						295 Hale Road
Amarillo, TX						—						719						11,591						1,394						754						12,950						2,688						2021						1985						4707 Bell Street
Amarillo, TX						—						1,273						11,791						74						1,273						11,865						2,756						2022						2015						1610 Research Street
Ames, IA						—						330						8,870						3,187						338						12,049						3,801						2010						1999						1325 Coconino Road
Amherst, NY						10,148						1,233						11,429						267						1,170						11,759						2,733						2019						2013						1880 Sweet Home Road
Amherstview, ON						—						435						4,085						1,094						467						5,147						1,683						2015						1974						4567 Bath Road
Angmering, UK						—						3,518						18,957						5						3,518						18,962						105						2024						1900						2 Shepherds View
Anjou, QC						13,081						12,683						53,160						16,252						13,577						68,518						12,888						2022						2005						6923 Boulevard des Galeries d'Anjou
Ankeny, IA						—						1,129						10,270						571						1,164						10,806						2,842						2016						2012						1275 SW State Street
Ankeny, IA						—						2,518						13,350						1,567						2,547						14,888						2,530						2022						2018						1225 SW 28th Street
Anna, TX						—						—						—						997						219						778						4						2022						1900						1029 W White Street
Apple Valley, CA						—						480						16,639						7,124						486						23,757						9,360						2010						1999						11825 Apple Valley Road
Arcadia, CA						—						13,658						—						—						13,658						—						—						2024						1900						1150 Colorado Boulevard
Arlington, WA						32,159						3,169						47,319						2						3,169						47,321						429						2024						2020						3721 169th Street NE
Arlington, TX						—						1,660						37,395						8,437						1,660						45,832						19,134						2012						2000						1250 W Pioneer Parkway
Arlington, TX						—						894						13,003						2,941						1,023						15,815						2,438						2021						1996						2315 Little Road
Arlington, TX						—						2,112						14,785						144						2,112						14,929						1,361						2024						2016						3424 Interstate 20 W
Arlington, VA						—						8,385						31,198						19,600						8,411						50,772						23,346						2017						1992						900 N Taylor Street
Arlington, VA						—						—						2,338						8,523						208						10,653						2,912						2018						1992						900 N Taylor Street
Armadale by Whitburn, UK						—						—						425						8						—						433						15						2024						2000						Tippethill House Hospital
Arnprior, ON						—						757						6,037						667						764						6,697						2,549						2013						1991						15 Arthur Street
Ashford, UK						—						—						713						22						—						735						86						2024						2002						College Way
Ashford, UK						—						—						3,435						30						—						3,465						455						2024						2019						Kennington Road

(Dollars in thousands)
												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Seniors Housing Operating:
Athens, GA						—						12,793						43,562						—						12,793						43,562						810						2024						2019						805 Zelkova Ridge
Atlanta, GA						—						2,058						14,914						6,539						2,080						21,431						15,600						1997						1999						1460 S Johnson Ferry Road NE
Atlanta, GA						—						2,100						20,603						3,084						2,206						23,581						8,256						2014						2000						1000 Lenox Park Boulevard NE
Auburn, NY						9,384						1,176						14,371						998						1,183						15,362						1,874						2022						2014						138 Standart Avenue
Augusta, GA						—						1,590						15,228						1,312						1,590						16,540						1,642						2023						2015						204 Frazier Court
Austin, TX						—						880						9,520						5,610						885						15,125						9,064						1999						1998						12429 Scofield Farms Drive
Austin, TX						—						1,560						21,413						3,506						1,574						24,905						7,189						2014						2013						11330 Farrah Lane
Austin, TX						—						4,200						74,850						4,302						4,200						79,152						21,641						2015						2014						4310 Bee Caves Road
Austin, TX						—						4,832						20,631						1,797						4,877						22,383						4,989						2021						1989						11279 Taylor Draper Lane
Avon, IN						—						1,830						14,470						5,091						1,830						19,561						6,547						2010						2004						182 S County Road 550e
Bad Axe, MI						—						1,317						5,972						128						1,347						6,070						1,202						2020						2010						150 Meadow Lane
Bagshot, UK						—						3,689						22,226						15,328						5,033						36,210						16,141						2012						2009						14 - 16 London Road
Baie - Comeau, QC						—						2,731						24,175						6,672						2,578						31,000						3,313						2023						2009						1401 Boulevard Jolliet
Bakersfield, CA						—						—						—						23,393						2,822						20,571						3,230						2021						2015						4301 Buena Vista Road
Bakersfield, CA						—						1,127						15,126						4,053						1,153						19,153						3,027						2021						1988						3201 Columbus
Ballston Spa, NY						—						5,540						17,901						435						5,557						18,319						2,586						2020						2019						2000 Carlton Hollow Way
Banbury, UK						—						—						3,167						20						—						3,187						413						2024						2017						North Bar Place
Barnard Castle, UK						—						306						2,636						12						306						2,648						129						2024						2011						Market Place
Barnet, UK						—						18,985						38,013						6,181						20,502						42,677						3,607						2019						2022						Wood Street
Barnum, MN						—						—						—						111						—						111						8						2011						2001						3725 Horizon Drive
Bartlesville, OK						—						2,339						12,001						1,286						2,380						13,246						2,848						2021						2000						2633 Mission Drive SE
Basingstoke, UK						—						2,565						14,139						7,615						3,471						20,848						6,205						2014						2012						Grove Road
Basingstoke, UK						—						—						3,644						11						—						3,655						467						2024						2021						Bradley Way
Basking Ridge, NJ						—						2,356						37,710						3,444						2,467						41,043						14,593						2013						2002						404 King George Road
Bassett, UK						—						3,625						24,028						19,334						4,946						42,041						19,552						2013						2006						111 Burgess Road
Bath, UK						—						2,631						11,589						875						2,642						12,453						2,637						2015						2017						Clarks Way, Rush Hill
Baton Rouge, LA						12,930						790						29,436						2,337						955						31,608						11,365						2013						2009						9351 Siegen Lane
Baton Rouge, LA						—						1,605						6,717						759						1,693						7,388						1,388						2021						1989						8680 Jefferson Highway
Baton Rouge, LA						—						3,241						23,330						2,882						3,241						26,212						2,591						2023						2019						9394 Siegen Lane
Bay City, MI						—						1,225						6,424						611						1,246						7,014						1,303						2022						2013						3932 Monitor Road
Beaconsfield, UK						—						4,140						37,899						17,858						5,648						54,249						19,028						2013						2009						30-34 Station Road
Beaconsfield, QC						—						899						13,683						3,455						1,175						16,862						6,450						2013						2008						505 Elm Avenue
Beaver, PA						—						1,189						13,240						216						1,189						13,456						1,143						2020						2022						1195 Western Avenue
Beavercreek, OH						6,184						1,007						11,274						20						1,018						11,283						2,027						2019						2020						2475 Lillian Lane
Beckenham, UK						—						1,062						24,979						29,550						20,303						35,288						3,732						2019						2021						2 Roman Way
Bedford, NH						18,024						3,565						29,929						1,933						3,575						31,852						3,814						2022						2017						43 Technology Drive
Bee Cave, TX						—						1,820						21,084						3,618						1,838						24,684						5,831						2016						2014						14058 A Bee Cave Parkway
Bellevue, WA						—						2,800						19,004						4,526						2,889						23,441						9,480						2013						1998						15928 NE 8th Street
Bellevue, WA						—						—						—						41,977						6,259						35,718						2,994						2019						2022						15241 NE 20th Street
Bellevue, WA						—						6,307						9,632						3,334						6,408						12,865						1,643						2021						1990						13350 SE 26th Street
Bellevue, WA						—						20,170						44,232						2,333						20,170						46,565						14,366						2021						1986						919 109th Avenue NE
Bellingham, WA						—						1,500						19,861						5,084						1,507						24,938						10,078						2010						1996						4415 Columbine Drive
Bellingham, WA						—						1,290						16,292						2,764						1,290						19,056						3,766						2020						1999						848 W Orchard Drive
Bellingham, WA						26,882						4,451						42,778						21						4,451						42,799						1,017						2024						2015						3930 Affinity Lane
Belmont, CA						—						—						35,300						4,190						188						39,302						14,447						2013						2002						1010 Alameda de Las Pulgas
Berea, OH						—						1,658						12,791						127						1,658						12,918						1,336						2020						2022						125 Sheldon Road
Bethel Park, PA						14,721						1,666						12,977						170						1,626						13,187						2,783						2019						2019						631 McMurray Road
Bethel Park, PA						—						3,476						12,787						3,626						3,486						16,403						2,883						2021						1998						2960 Bethel Church Road
Bethesda, MD						—						—						45,309						4,376						3						49,682						17,080						2013						2009						8300 Burdett Road
Bethesda, MD						—						—						—						70,140						3,532						66,608						10,202						2016						2018						4925 Battery Lane
Bethesda, MD						—						—						45						2,438						—						2,483						1,004						2013						2009						8300 Burdett Road
Bethesda, MD						—						—						212						657						—						869						577						2013						2009						8300 Burdett Road
Beverley, UK						—						3,848						22,590						100						3,848						22,690						194						2024						2022						Keldgate
Beverly, MA						—						5,879						10,378						20,734						5,879						31,112						1,922						2021						1900						1 Essex Street
Billingham, UK						—						—						2,004						8						—						2,012						246						2024						2004						Marsh House Avenue
Billings, MT						19,635						1,826						29,634						11						1,826						29,645						725						2024						2014						4215 Montana Sapphire Drive
Birmingham, MI						—						3,110						21,512						3,049						3,110						24,561						3,425						2023						2018						2400 E Lincoln Street
Blaine, MN						—						—						—						11,813						1,780						10,033						432						2021						2016						11748 Ulysses Lane NE
Blainville, QC						—						1,625						6,967						4,236						2,085						10,743						3,852						2013						2008						50 Des Chateaux Boulevard
Bloomfield Hills, MI						—						2,000						35,662						2,505						2,204						37,963						13,381						2013						2009						6790 Telegraph Road
Blue Springs, MO						—						3,995						31,501						17,127						4,920						47,703						3,708						2023						2015						550 NE Napoleon Drive
Boca Raton, FL						32,270						6,565						111,247						48,525						7,278						159,059						47,856						2018						1994						6343 Via De Sonrise Del Sur
Boise, ID						—						1,391						16,067						7,391						2,224						22,625						6,165						2019						1999						10250 W Smoke Ranch Drive
Boise, ID						—						1,625						10,468						439						1,626						10,906						2,158						2021						1984						7250 Poplar Street
Boise, ID						—						—						—						12,040						12,040						—						—						2022						1900						8373 Victory Road
Boise, ID						—						3,176						27,030						39						3,176						27,069						639						2024						2012						13626 W Baldcypress Street
Bolingbrook, IL						—						3,568						25,211						4,268						3,568						29,479						4,424						2023						2018						370 N Weber Road
Bossier City, LA						—						2,009						31,198						161						2,009						31,359						3,208						2021						2018						2000 Blake Boulevard
Boston, MA						—						3,456						19,227						19,617						5,653						36,647						2,415						2023						1994						1190 Adams Street
Bothell, WA						—						1,350						13,439						7,832						1,350						21,271						8,919						2015						1988						10605 NE 185th Street
Boulder, CO						—						2,994						27,458						3,647						3,246						30,853						12,667						2013						2003						3955 28th Street
Bournville, UK						—						—						—						15,270						1,502						13,768						3,211						2015						2016						47 Bristol Road S
Boynton Beach, FL						—						—						—						36,313						3,775						32,538						2,109						2018						2020						10605 Jog Road
Bracknell, UK						—						—						4,092						77						—						4,169						536						2024						2020						Warfield Road
Bradenton, FL						—						480						9,953						455						480						10,408						3,416						2012						2000						2800 60th Avenue W
Bradenton, FL						—						4,664						11,202						2,337						4,692						13,511						3,092						2021						1987						1055 301 Boulevard E
Braintree, MA						—						—						41,290						2,298						261						43,327						15,620						2013						2007						618 Granite Street
Bramhall, UK						—						3,250						18,609						9,430						4,433						26,856						10,219						2013						2008						1 Dairyground Road
Brampton, ON						—						9,324						54,858						5,967						9,855						60,294						18,371						2015						2009						100 Ken Whillans Drive
Brandon, MS						—						1,220						10,241						3,997						1,220						14,238						5,472						2010						1999						140 Castlewoods Boulevard
Brea, CA						—						6,302						80,468						3,165						6,302						83,633						7,749						2022						2013						460 S La Floresta Drive
Bremerton, WA						—						2,417						22,627						4,347						2,417						26,974						5,371						2020						1999						966 Oyster Bay Court
Brentwood, CA						—						4,602						32,594						6,102						4,602						38,696						6,261						2022						2007						150 Cortona Way
Brentwood, UK						—						8,412						45,198						3,697						8,664						48,643						11,193						2016						2013						London Road
Brick, NJ						—						1,170						17,372						2,757						1,327						19,972						7,912						2010						1998						515 Jack Martin Boulevard
Brick, NJ						—						690						17,125						6,880						817						23,878						8,090						2010						1999						1594 Route 88
Bridgewater, NJ						—						1,730						48,201						4,998						1,917						53,012						19,215						2010						1999						2005 Route 22 W
Broadview Heights, OH						14,611						1,567						20,541						2,503						1,586						23,025						4,069						2022						2016						9500 Broadview Road
Brockport, NY						—						1,500						23,496						4,381						1,642						27,735						9,889						2015						1999						90 West Avenue
Brockton, MA						—						2,682						35,075						410						2,682						35,485						2,270						2024						1900						35 Christy's Place
Brockville, ON						—						445						6,840						1,210						472						8,023						2,456						2015						1996						1026 Bridlewood Drive
Bromsgrove, UK						—						639						21,659						30						639						21,689						431						2024						2018						Recreation Road
Brookfield, WI						—						1,300						12,830						1,929						1,300						12,789						4,164						2012						2013						1105 Davidson Road
Brookline, MA						—						—						—						164,400						16,502						147,898						369						2019						1900						123 Fisher Avenue
Brookline, MA						—						3,799						—						—						3,799						—						—						2019						1900						125 Holland Road
Broomfield, CO						—						4,140						44,547						17,266						10,956						54,997						29,747						2013						2009						400 Summit Boulevard
Broomfield, CO						—						—						—						29,202						2,566						26,636						3,913						2016						2018						12600 Lowell Boulevard
Brossard, QC						6,946						5,029						29,129						3,858						5,183						32,833						11,862						2015						1989						2455 Boulevard Rome
Brunswick, OH						—						1,460						17,974						1,155						1,474						19,115						2,747						2022						2018						3430 Brunswick Lake Parkway
Buffalo, NY						6,724						1,117						11,022						827						1,117						11,849						1,514						2022						2011						100 Weiss Avenue
Buffalo Grove, IL						—						2,850						49,129						5,802						2,850						54,931						20,443						2012						2003						500 McHenry Road
Burbank, CA						—						4,940						43,466						7,752						4,940						51,218						19,525						2012						2002						455 E Angeleno Avenue
Burbank, CA						—						3,610						50,817						8,810						3,610						59,627						14,375						2016						1985						2721 Willow Street
Burke, VA						—						—						—						53,058						2,616						50,442						7,824						2016						2018						9617 Burke Lake Road
Burleson, TX						—						3,150						10,437						923						3,150						11,360						3,303						2012						2014						621 Old Highway 1187
Burleson, TX						—						7,656						14,988						—						7,656						14,988						662						2024						2023						1001 W Golden Lane
Burlingame, CA						—						—						62,786						805						—						63,591						15,153						2016						2015						1818 Trousdale Avenue
Burlington, MA						—						2,443						34,354						3,312						2,615						37,494						13,663						2013						2005						24 Mall Road
Burlington, WA						—						877						15,030						1,966						877						16,996						3,877						2019						1999						410 S Norris Street
Burlington, WA						—						768						7,622						2,311						768						9,933						2,429						2019						1996						112 / 210 N Skagit Street
Bury St Edmunds, UK						—						—						2,769						103						—						2,872						367						2024						2014						Shakers Lane
Bury St Edmunds, UK						—						—						3,771						140						—						3,911						498						2024						2016						Glastonbury Road
Bushey, UK						—						12,197						35,065						1,753						12,457						36,558						7,071						2015						2018						Elton House, Elton Way
Buzzards Bay, MA						—						3,424						28,854						2,070						3,636						30,712						1,654						2022						2023						13 Kendall Rae Place
Calgary, AB						8,283						2,566						37,831						4,680						2,704						42,373						14,619						2013						1998						80 Edenwold Drive NW
Calgary, AB						15,670						3,152						26,627						4,987						3,287						31,479						10,201						2013						1989						9229 16th Street SW
Calgary, AB						—						2,214						34,143						5,799						2,306						39,850						11,355						2015						2006						2220 162nd Avenue SW
Camberley, UK						—						9,799						38,483						712						9,791						39,203						8,230						2016						2017						Pembroke Broadway
Camberley, UK						—						2,615						5,651						15,053						4,774						18,545						4,313						2014						2016						Fernhill Road
Camberley, UK						—						—						—						3,405						676						2,729						592						2014						2017						Fernhill Road
Cambridge, UK						—						1,842						23,073						21						1,842						23,094						578						2024						2021						442 Bullen Close
Camillus, NY						13,404						1,249						7,360						5,622						2,116						12,115						2,993						2019						2016						3877 Milton Avenue
Canton, OH						—						709						8,608						969						720						9,566						1,608						2023						1997						181 Applegrove Street NE
Canton, MI						—						968						8,523						411						971						8,931						1,210						2022						2017						445 N Lotz Road
Cape Coral, FL						—						760						18,868						1,317						760						20,185						6,576						2012						2009						831 Santa Barbara Boulevard
Cardiff, UK						—						2,374						9,347						10,241						3,231						18,731						7,489						2013						2007						127 Cyncoed Road
Cardiff, UK						—						1,690						20,496						28						1,690						20,524						310						2024						2023						Ty-Draw Road
Cardiff by the Sea, CA						—						5,880						64,711						7,857						5,880						72,568						29,384						2011						2009						3535 Manchester Avenue
Carmel, IN						—						2,222						31,004						1,050						2,233						32,043						3,663						2021						2018						13390 N Illinois Street
Carmel, IN						—						2,766						53,419						986						2,794						54,377						8,428						2021						2017						689 Pro-Med Lane
Carmel, CA						—						2,894						22,393						117						2,894						22,510						1,544						2024						1900						26245 Carmel Rancho Boulevard
Carmichael, CA						22,244						739						7,698						37,722						2,440						43,719						8,258						2019						2014						4717 Engle Road
Caro, MI						—						614						4,366						407						614						4,773						867						2022						2009						1430 Cleaver Road
Carol Stream, IL						—						1,730						55,048						9,110						1,730						64,158						23,300						2012						2001						545 Belmont Lane
Carrollton, TX						—						4,280						31,444						2,261						4,280						33,705						9,942						2013						2010						2105 N Josey Lane
Carrollton, GA						—						2,537						9,159						2,432						2,537						11,591						2,878						2021						1996						150 Cottage Lane
Carson City, NV						—						1,601						23,542						1,474						1,602						25,015						2,428						2021						1986						2120 E Long Street
Cary, NC						—						740						45,240						1,506						742						46,744						15,648						2013						2009						1206 W Chatham Street
Cary, NC						—						6,112						70,008						11,990						6,281						81,829						21,251						2018						1999						300 Kildaire Woods Drive
Cedar Falls, IA						—						1,259						9,930						895						1,293						10,791						2,176						2021						1997						2603 Orchard Drive
Cedar Hill, TX						—						1,971						24,590						62						1,971						24,652						3,066						2020						2020						1240 E Pleasant Run Road
Cedar Park, TX						—						1,750						15,664						2,853						1,750						18,517						4,491						2016						2015						800 C-bar Ranch Trail
Cerritos, CA						—						—						27,494						11,819						—						39,313						13,480						2016						2002						11000 New Falcon Way
Charleston, IL						—						552						810						51						552						861						479						2021						2001						300 Lincoln Highway Road
Charleston, SC						—						2,912						19,817						3,267						2,915						23,081						3,193						2021						2005						1451 Tobias Gadson Boulevard
Charlotte, NC						—						4,799						42,734						3,700						4,833						46,400						3,839						2023						2020						9246 Highland Creek Parkway
Charlotte, NC						—						4,881						44,553						29,559						6,517						72,476						5,050						2023						2015						10225 Old Ardrey Kell Road
Charlotte, NC						—						10,383						55,090						9						10,383						55,099						1,336						2024						2023						5306 Acadia Heights Drive
Charlotte, NC						—						—						—						95,033						17,902						77,131						2,657						2021						1900						1133 Harding Place
Charlotte, NC						—						5,279						19,325						1,442						5,309						20,737						2,510						2021						1987						5512 Carmel Road
Charlottesville, VA						—						4,651						91,468						23,039						5,287						113,871						22,994						2018						1991						2600 Barracks Road
Charlottesville, VA						—						2,542						40,746						210						2,542						40,956						3,867						2021						2019						250 Nichols Court
Charlottesville, VA						—						3,910						48,503						234						3,910						48,737						1,311						2024						2022						343 Archer Avenue
Chatham, ON						—						1,004						11,396						4,189						1,126						15,463						4,806						2015						1965						25 Keil Drive N
Chattanooga, TN						—						3,373						15,791						1,270						3,374						17,060						3,615						2021						1998						7511 Shallowford Road
Chattanooga, TN						—						2,085						11,837						1,245						2,106						13,061						4,596						2021						1999						1148 Mountain Creek Road
Chelmsford, MA						—						1,040						10,951						7,399						1,131						18,259						7,983						2003						1997						4 Technology Drive
Chelmsford, MA						—						2,364						33,143						3,476						2,421						36,562						5,559						2021						1995						20 Summer Street
Chelmsford, UK						—						—						7,237						13						—						7,250						850						2024						2010						Manor Road
Chelsea, UK						—						—						1,139						59						—						1,198						126						2024						2008						9 Nightingale Place
Cheltenham, UK						—						—						4,192						24						—						4,216						550						2024						2014						Saint Georges Road
Chertsey, UK						—						8,589						23,242						5,292						9,390						27,733						6,182						2015						2018						Parklands Drive
Chesapeake, VA						—						2,214						22,566						3,027						2,285						25,522						4,679						2021						2004						933 Cedar Road
Chesire, UK						—						2,814						34,627						175						2,814						34,802						826						2024						2015						Manchester Road
Chester, UK						—						1,220						2,670						155						1,220						2,825						258						2024						1994						Valley Drive
Chester, UK						—						—						3,574						3						—						3,577						472						2024						2020						93 Chester Road
Chesterfield, MO						—						1,857						48,366						2,646						1,946						50,923						17,463						2013						2001						1880 Clarkson Road
Chesterfield, VA						—						3,817						31,544						3,441						3,823						34,979						4,255						2023						2021						11210 Robious Road
Chesterton, IN						—						2,980						37,614						1,623						3,054						39,163						6,492						2020						2019						700 Dickinson Road
Chichester, UK						—						—						3,806						38						—						3,844						487						2024						2021						Grosvenor Road
Chico, CA						—						1,780						14,754						2,863						1,939						17,458						3,209						2021						1984						2801 Cohasset
Chingford, UK						—						2,483						7,978						4,076						3,168						11,369						3,268						2014						2012						71 Hatch Lane
Chorleywood, UK						—						4,192						32,126						18,918						5,702						49,534						19,792						2013						2007						High View, Rickmansworth Road
Chula Vista, CA						—						4,217						31,866						236						4,217						32,102						6,270						2021						2018						1290 Santa Rosa Drive
Chula Vista, CA						—						2,072						22,163						3,011						2,216						25,030						8,913						2013						2003						3302 Bonita Road
Church Crookham, UK						—						1,943						10,661						5,744						2,629						15,719						5,102						2014						2014						2 Bourley Road
Cincinnati, OH						10,322						1,750						11,287						296						1,792						11,541						2,201						2019						2019						732 Clough Pike Road
Cincinnati, OH						—						1,606						3,994						349						1,606						4,343						1,933						2021						1998						4650 E Galbraith Road
Cincinnati, OH						—						3,345						52,867						1,874						3,352						54,734						11,971						2021						1986						8135 Beechmont Avenue
Cirencester Street, UK						—						—						822						61						—						883						35						2024						1999						Cirencester Street
Citrus Heights, CA						—						2,300						31,876						5,342						2,300						37,218						15,283						2010						1997						7418 Stock Ranch Road
Clackamas, OR						—						1,240						3,920						1,343						1,240						5,263						1,311						2021						1999						14370 SE Oregon Trail Drive
Clacton-on-Sea, UK						—						1,422						3,849						15						1,422						3,864						236						2024						1992						Holland Road
Claremont, CA						—						2,430						9,928						4,185						2,553						13,990						5,523						2013						2001						2053 N Towne Avenue
Clay, NY						11,981						1,316						10,734						1,048						1,395						11,703						2,794						2019						2014						8547 Morgan Road
Clearwater, FL						—						1,727						4,903						756						1,748						5,638						1,035						2021						1985						1100 Ponce De Leon Boulevard
Cleburne, TX						—						520						5,369						2,027						520						7,396						2,903						2006						2007						402 S Colonial Drive
Cleburne, TX						—						1,113						10,560						110						1,113						10,670						2,487						2022						2015						902 Walter P. Holliday Drive
Cloquet, MN						—						340						4,660						545						389						5,156						1,780						2011						2006						705 Horizon Circle
Cloquet, MN						—						—						—						111						—						111						8						2011						2002						1909 Tall Pine Lane
Close, UK						—						—						224						68						—						292						10						2024						2005						24 Invermead Close
Cobham, UK						—						—						474						104						—						578						41						2024						1990						Hogshill Lane
Coeur d'Alene, ID						10,104						4,359						21,700						28						4,359						21,728						572						2024						2013						3594 N Cederblom Street
Cohasset, MA						—						2,485						26,147						3,825						2,576						29,881						11,228						2013						1998						125 King Street
Colchester, UK						—						1,520						5,641						22						1,520						5,663						288						2024						1993						Oaks Place Mile End Road
Colleyville, TX						—						1,050						17,082						138						1,050						17,220						3,726						2016						2013						8100 Precinct Line Road
Collierville, TN						—						—						—						42,373						2,358						40,015						4,762						2019						2020						691 S Byhalia Road
Colorado Springs, CO						—						800						14,756						2,579						1,045						17,090						6,639						2013						2001						2105 University Park Boulevard
Colorado Springs, CO						—						1,142						15,510						2,039						1,167						17,524						1,821						2021						1985						5820 Flintridge Drive
Colorado Springs, CO						23,687						4,201						32,999						7						4,201						33,006						860						2024						2015						3755 Tutt Boulevard
Columbia Heights, MN						—						825						14,175						456						861						14,595						4,997						2011						2009						3807 Hart Boulevard
Columbus, IN						—						610						3,190						1,583						610						4,773						1,468						2010						1998						2564 Fox Pointe Drive
Columbus, IN						—						1,593						12,186						2,040						1,600						14,219						2,837						2021						2000						3660 Central Avenue
Columbus, OH						—						916						7,112						294						925						7,397						995						2022						2017						2920 Snouffer Road
Columbus, OH						12,212						1,547						17,126						1,374						1,555						18,492						2,758						2022						2015						2870 Snouffer Road
Concord, NH						—						2,825						21,636						1,536						2,825						23,172						2,989						2022						2017						23 Triangle Park Drive
Conroe, TX						—						980						7,771						3,495						980						11,266						3,774						2009						2010						903 Longmire Road
Conroe, TX						—						1,440						6,136						56						1,440						6,192						1,466						2022						2013						608 Conroe Medical Drive
Conyers, GA						—						3,149						40,390						—						3,149						40,390						470						2024						2022						2021 Old Covington Highway SE
Conyers, GA						—						1,609						18,585						—						1,609						18,585						218						2024						2024						2146 Miller Chapel Road SE
Coos Bay, OR						—						864						7,971						1,515						864						9,486						2,298						2020						1996						192 Norman Avenue
Coos Bay, OR						—						1,792						9,852						1,850						1,792						11,702						3,186						2020						2006						1855 Ocean Boulevard SE
Coppell, TX						—						1,550						8,386						953						1,550						9,339						3,118						2012						2013						1530 E Sandy Lake Road
Copthorne, UK						—						4,096						29						55						4,096						84						—						2024						1900						Borers Arms Road
Coquitlam, BC						5,741						2,194						17,690						9,506						2,967						26,423						9,911						2013						1990						1142 Dufferin Street
Coral Gables, FL						—						—						—						7						—						7						—						2019						1900						1000 Ponce de Leon Boulevard
Covington, WA						27,755						2,221						41,467						13						2,221						41,480						935						2024						2016						27431 172nd Avenue SE
Cranberry Township, PA						—						3,867						66,930						16						3,867						66,946						746						2024						2021						3020 Fairport Lane
Crewe, UK						—						3,810						7,946						32						3,810						7,978						401						2024						2005						Victoria Avenue
Crowborough, UK						—						—						3,993						9						—						4,002						530						2024						2011						Beacon Road
Crowley, TX						—						2,955						9,908						7,152						4,432						15,583						636						2023						1900						4227 Tobin Drive
Croydon, UK						—						—						358						—						—						358						13						2024						2011						1 Milne Park West
Croydon, UK						—						—						433						—						—						433						15						2024						2011						122-124 Selhurst Road
Crystal Lake, IL						—						875						12,461						2,692						1,036						14,992						6,245						2013						2001						751 E Terra Cotta Avenue
Crystal Lake, IL						—						7,643						39,687						4,576						7,567						44,339						11,972						2021						1988						965 N Brighton Circle
Crystal Lake, IL						—						217						—						—						217						—						—						2021						1900						965 N Brighton Circle
Cuyahoga Falls, OH						—						592						2,804						758						599						3,555						974						2022						2012						1691 Queens Gate Circle
Cuyahoga Falls, OH						6,041						1,301						8,715						240						1,313						8,943						836						2023						2004						1695 Queens Gate Circle
Cuyahoga Falls, OH						—						2,805						38,415						17						2,805						38,432						482						2024						2023						4344 Wyoga Lake Road
Cypress, TX						—						2,145						14,552						105						2,145						14,657						3,358						2022						2015						17935 Longenbaugh Road
Dallas, TX						—						6,330						114,794						5,254						6,330						120,048						34,002						2015						2013						3535 N Hall Street
Dallas, TX						—						4,119						21,689						8,124						4,865						29,067						2,834						2023						1999						5585 Caruth Haven Lane
Dana Point, CA						—						7,711						54,255						1,392						5,508						57,850						9,735						2021						1994						25411 Sea Bluffs Drive
Danville, IN						—						2,236						28,757						8,724						2,266						37,451						4,074						2021						2021						200 S Arbor Lane
Dardenne Prairie, MO						—						1,309						11,507						1,275						1,309						12,782						1,917						2021						2010						1030 Barathaven Boulevard
Darlington, UK						—						—						—						103						—						103						4						2024						2011						22-28 Trinity Road
Daytona Beach, FL						—						5,758						27,189						31						5,758						27,220						1,074						2024						2023						1017 Wicker Way
Decatur, GA						—						1,098						15,302						3,518						1,158						18,760						4,301						2021						1987						341 Winn Way
Decatur, GA						—						1,946						26,575						3,202						1,951						29,772						11,349						2013						1998						920 Clairemont Avenue
Delaware, OH						—						1,919						26,250						365						1,941						26,593						2,451						2022						2020						90 Burr Oak Drive
Denton, TX						—						1,760						8,305						1,036						1,760						9,341						3,515						2010						2011						2125 Brinker Road
Denton, TX						—						—						—						26,965						5,040						21,925						1,654						2021						2022						1509 Canvas Way
Denton, TX						—						4,542						10,018						54						4,542						10,072						819						2021						2023						2028 Ladera Lane
Denton, TX						—						9,333						23,667						150						9,333						23,817						834						2024						2014						1252 Good Lane
Denton, TX						—						—						—						7,448						2,322						5,126						79						2021						2023						2028 Ladera Lane
Denver, CO						—						1,638						11,677						14,263						1,450						14,945						9,322						2012						1997						4901 S Monaco Street
Denver, CO						—						2,910						35,838						10,185						2,910						46,023						19,074						2012						2007						8101 E Mississippi Avenue
Denver, CO						—						1,533						9,221						112,077						5,445						117,386						25,007						2019						2014						1500 Little Raven Street
Denver, CO						—						1,989						21,556						1,685						1,996						23,234						3,990						2020						2017						2979 Uinta Street
Des Moines, IA						—						1,196						9,629						2,430						1,383						11,872						2,261						2021						1990						4610 Douglas Avenue
Dix Hills, NY						—						3,808						39,014						3,685						4,133						42,374						15,458						2013						2003						337 Deer Park Road
Dollard-des-ormeaux, QC						—						1,532						11,294						3,301						1,934						14,193						5,937						2013						2008						4377 Saint-Jean Boulevard
Dorking, UK						—						—						624						46						—						670						69						2024						2002						Spook Hill
Dowagiac, MI						—						825						1,778						144						841						1,906						540						2020						2006						29601 Amerihost Drive
Dresher, PA						8,380						1,900						10,664						1,496						1,925						12,135						5,583						2013						2006						1650 Susquehanna Road
Drummondville, QC						—						5,499						51,847						10,177						5,340						62,183						4,408						2023						2007						400 Rose-Ellis Street
Dublin, OH						—						1,169						25,345						701						1,186						26,029						6,594						2016						2015						4175 Stoneridge Lane
Dublin, OH						—						3,688						23,035						1,120						3,717						24,126						3,059						2022						2017						4050 Hawthorne Lane
Durham, NC						—						3,212						23,350						2,596						3,216						25,942						3,087						2021						1998						205 Emerald Pond Lane
Eagan, MN						—						2,260						31,643						1,147						2,383						32,667						7,585						2015						2004						3810 Alder Avenue
Eagan, MN						32,370						1,494						34,714						17						1,494						34,731						728						2024						2018						4000 Eagan Outlets Parkway
Eagle, ID						—						4,508						18,360						799						4,534						19,133						1,356						2023						2019						1260 E Lone Creek Drive
East Amherst, NY						11,602						1,626						10,765						1,513						1,692						12,212						3,020						2019						2015						8040 Roll Road
East Grinstead, UK						—						2,237						27,698						12						2,237						27,710						715						2024						2012						Sunnyside Close
East Kilbride, UK						—						—						—						17						—						17						—						2024						2006						147 Glasgow Road
East Lansing, MI						—						3,919						19,373						2,821						3,944						22,169						4,341						2021						2000						5968 Park Lake Road
East Meadow, NY						—						69						45,991						3,043						127						48,976						17,601						2013						2002						1555 Glen Curtiss Boulevard
East Setauket, NY						—						4,920						37,354						4,125						4,986						41,413						14,661						2013						2002						1 Sunrise Drive
Eastbourne, UK						—						3,083						25,100						13,509						4,194						37,498						13,995						2013						2008						6 Upper Kings Drive
Eastcote, UK						—						73						7,938						16						73						7,954						356						2024						2000						316 Whitby Road
Edgbaston, UK						—						2,040						10,476						5,477						2,761						15,232						3,582						2014						2015						Speedwell Road
Edgbaston, UK						—						3						15,859						3,657						68						19,451						4,932						2013						2006						5 Church Road, Edgbaston
Edgewater, NJ						—						4,561						25,047						4,878						4,618						29,868						10,900						2013						2000						351 River Road
Edinburgh, UK						—						4,479						34,050						21						4,479						34,071						713						2024						2018						34 S Beechwood
Edinburgh, UK						—						—						4,862						692						—						5,554						670						2024						2013						185 Redford Road
Edinburgh, UK						—						—						3,180						24						—						3,204						423						2024						2017						2 Wakefield Avenue
Edison, NJ						—						1,892						32,314						5,272						2,167						37,311						15,357						2013						1996						1801 Oak Tree Road
Edmond, OK						—						410						8,388						595						410						8,983						3,090						2012						2001						15401 N Pennsylvania Avenue
Edmonds, WA						—						1,650						24,449						11,045						1,650						35,494						12,273						2015						1976						21500 72nd Avenue W
Edmonds, WA						—						2,891						26,413						3,455						2,905						29,854						5,427						2020						2000						180 2nd Avenue S
Edmonton, AB						5,230						1,460						27,395						4,873						1,579						32,149						11,283						2013						1999						103 Rabbit Hill Court NW
Effingham, IL						—						606						3,699						644						670						4,279						1,003						2021						1997						1101 N Maple Street
El Dorado Hills, CA						—						—						—						56,807						5,190						51,617						8,420						2017						2019						2020 Town Center West Way
Elkhorn, NE						11,409						1,846						21,426						1,523						1,810						22,985						2,695						2022						2014						3535 Piney Creek Drive
Elstree, UK						—						3,992						31,194						18,711						5,447						48,450						17,107						2012						2003						Edgwarebury Lane
Encino, CA						—						5,040						46,255						8,960						5,040						55,215						20,808						2012						2003						15451 Ventura Boulevard
Enfield, UK						—						—						12,175						47						—						12,222						63						2024						1994						69 Pennington Drive
Englishtown, NJ						—						690						12,520						4,092						882						16,420						6,652						2010						1997						49 Lasatta Avenue
Epsom, UK						—						19,864						34,294						3,722						20,458						37,422						8,859						2016						2014						450-458 Reigate Road
Epsom, UK						—						—						2,001						60						—						2,061						267						2024						2002						Longmead Road
Erie, PA						10,935						1,455						8,324						1,198						1,552						9,425						2,531						2019						2013						4400 E Lake Road
Escondido, CA						—						5,968						15,255						187						5,968						15,442						621						2024						2015						930 Monticello Drive
Esher, UK						—						4,302						35,972						20,139						5,847						54,566						21,583						2013						2006						42 Copsem Lane
Evans, GA						—						3,211						20,503						3,294						3,310						23,698						5,792						2021						1999						100 Washington Commons Drive
Evansville, IN						—						1,038						11,983						1,785						1,045						13,761						2,864						2021						1991						5050 Lincoln Avenue
Everett, WA						—						638						8,708						2,345						638						11,053						2,202						2020						1998						524 75th Street SE
Everett, WA						—						1,912						16,647						1,772						1,915						18,416						2,048						2021						1989						3915 Colby Avenue N
Eye, UK						—						—						2,548						—						—						2,548						329						2024						2015						Castleton Way
Fairfield, NJ						—						3,120						43,868						3,977						3,308						47,657						17,160						2013						1998						47 Greenbrook Road
Fairfield, IL						—						561						3,995						921						561						4,916						960						2021						1997						315 Market Street
Fairfield, CA						—						1,460						14,040						11,932						1,460						25,972						13,126						2002						1998						3350 Cherry Hills Street
Fairfield, CT						—						—						—						48,919						4,770						44,149						5,743						2017						2019						1571 Stratfield Road
Fairfield, OH						12,223						1,416						12,627						428						1,438						13,033						2,602						2019						2018						520 Patterson Boulevard
Falkirk, UK						—						—						2,491						47						—						2,538						318						2024						2006						Victoria Road
Fareham, UK						—						2,556						13,477						7,072						3,456						19,649						5,880						2014						2012						7, Parker View, Redlands Lane
Faribault, MN						—						780						11,539						683						842						12,160						2,828						2015						2003						828 1st Street NE
Farmington Hills, MI						—						1,660						20,644						43						1,660						20,687						528						2024						2022						30637 W 14 Mile Road
Ferndown, UK						—						—						3,403						18						—						3,421						445						2024						2017						110 Golf Links Road
Fishers, IN						—						1,500						14,500						4,597						1,515						19,082						6,476						2010						2000						9745 Olympia Drive
Fishers, IN						—						2,314						33,731						855						2,314						34,586						3,987						2021						2018						12950 Talblick Street
Fleet, UK						—						3,103						19,365						10,737						4,234						28,971						10,898						2013						2006						22-26 Church Road
Florence, AL						—						353						13,049						3,932						385						16,949						6,961						2010						1999						3275 County Road 47
Flossmoor, IL						—						1,292						9,496						3,182						1,377						12,593						5,577						2013						2000						19715 Governors Highway
Flower Mound, TX						—						1,800						8,414						1,392						1,800						9,806						3,472						2011						2012						4141 Long Prairie Road
Flowood, MS						—						3,147						24,350						2,568						3,147						26,918						2,629						2023						2013						350 Town Center Way
Folsom, CA						—						1,490						32,754						833						1,490						33,587						9,613						2015						2014						1574 Creekside Drive
Folsom, CA						—						2,306						10,948						2,567						2,306						13,515						2,643						2021						2010						1801 E Natoma Street
Fort Collins, CO						25,902						4,275						39,097						14						4,275						39,111						977						2024						2017						4201 Corbett Drive
Fort Wayne, IN						—						3,637						42,242						1,133						3,637						43,375						6,374						2020						2018						3715 Union Chapel Road
Fort Wayne, IN						—						—						—						23,891						1,782						22,109						8,003						2010						2008						611 W County Line Road S
Fort Worth, TX						—						2,080						27,888						23,185						2,080						51,073						17,487						2012						2001						2151 Green Oaks Road
Fort Worth, TX						—						4,179						40,328						19,953						7,166						57,294						12,422						2019						2017						3401 Amador Drive
Fort Worth, TX						—						2,538						18,909						253						2,538						19,162						3,114						2020						2020						3401 Amador Drive
Fort Worth, TX						—						2,781						23,053						491						2,781						23,544						3,676						2021						2015						8600 N Riverside Drive
Fort Worth, TX						—						1,565						15,982						—						1,565						15,960						3,667						2022						2015						3141 Dalhart Drive
Fountain Hills, AZ						—						1,408						25,645						213						1,408						25,858						1,510						2024						1900						16800 E Paul Nordin Parkway
Franklin, TN						—						5,733						15,437						3,950						5,787						19,333						4,366						2021						1999						314 Cool Springs Boulevard
Fremont, CA						—						3,400						25,300						15,353						3,456						40,597						16,886						2005						1987						2860 Country Drive
Fresno, CA						21,691						896						10,591						25,938						2,459						34,966						7,175						2019						2014						5605 N Gates Avenue
Frimley, UK						—						41						5,691						62						41						5,753						287						2024						2003						Burleigh Road
Frome, UK						—						2,040						11,109						5,790						2,761						16,178						4,767						2014						2012						Welshmill Lane
Fulham, UK						—						—						576						31						—						607						73						2024						2005						25 Farm Lane
Fullerton, CA						—						1,964						19,989						4,281						1,998						24,236						8,414						2013						2008						2226 N Euclid Street
Fullerton, CA						—						1,801						6,195						2,395						1,801						8,590						1,618						2021						1987						1510 E Commonwealth Avenue
Fullerton, CA						—						6,739						54,075						936						6,751						54,999						6,415						2022						2021						433 W Bastanchury Road
Gahanna, OH						—						772						11,214						2,352						888						13,450						5,398						2013						1998						775 E Johnstown Road
Gahanna, OH						—						2,432						34,645						833						2,447						35,463						3,835						2021						2017						5435 Morse Road
Gainesville, GA						—						1,908						27,036						2,278						1,953						29,269						5,070						2021						2000						940 S Enota Drive NE
Gainesville, FL						—						—						—						31,907						2,374						29,533						4,694						2016						2018						3605 NW 83rd Street
Gainesville, FL						—						972						8,809						1,284						972						10,093						1,544						2021						2000						1415 Fort Clarke Boulevard
Gaithersburg, MD						—						—						—						103,746						7,664						96,082						1,177						2021						1900						10000 Washingtonian Boulevard
Garden Grove, CA						—						2,107						4,549						2,325						2,107						6,874						1,655						2021						1999						11848 Valley View Street
Gardnerville, NV						—						1,143						10,831						4,788						1,164						15,598						11,280						1998						1999						1565 Virginia Ranch Road
Gateshead, UK						—						—						2,328						54						—						2,382						295						2024						2006						110 Lobley Hill Road
Gateshead, UK						—						—						1,589						64						—						1,653						199						2024						2006						Garden Street
Georgetown, TX						—						5,481						31,586						1,182						5,491						32,758						1,722						2021						2023						5101 N Mays Street
Gig Harbor, WA						—						1,560						15,947						8,137						1,583						24,061						9,039						2010						1994						3213 45th Street Court NW
Gilbert, AZ						14,200						2,160						28,246						3,748						2,216						31,938						13,639						2013						2008						580 S Gilbert Road
Glen Cove, NY						—						4,594						35,236						3,745						4,718						38,857						15,709						2013						1998						39 Forest Avenue
Glen Mills, PA						—						3,941						27,929						1						3,941						27,930						197						2024						2019						1778 Wilmington Pike
Glendale, AZ						—						3,114						24,668						573						3,115						25,240						3,048						2021						2018						8847 W Glendale Avenue
Glendale, AZ						—						—						—						53,181						9,013						44,168						1,254						2022						1900						17120 N 51st Avenue
Glenview, IL						—						2,090						69,288						7,431						2,090						76,719						28,882						2012						2001						2200 Golf Road
Godalming, UK						—						1,507						5,567						16						1,507						5,583						277						2024						1999						Pound Lane
Godalming, UK						—						—						1,126						27						—						1,153						148						2024						2002						Summers Road
Golden Valley, MN						3,600						1,520						33,513						1,982						1,663						35,352						12,622						2013						2005						4950 Olson Memorial Highway
Granbury, TX						—						2,040						30,670						1,233						2,040						31,903						11,526						2011						2009						100 Watermark Boulevard
Grand Forks, ND						—						1,050						13,147						107						1,056						13,248						1,929						2021						2014						3783 S 16th Street #112
Grand Prairie, TX						—						1,880						23,827						134						1,884						23,957						2,497						2021						2021						3013 Doryn Drive
Grand Prairie, TX						—						4,108						27,940						37						4,108						27,977						1,612						2021						2024						4450 S State Highway 360
Grand Prairie, TX						—						9,650						32,445						29						9,650						32,474						400						2024						2008						3950 Dechman Drive
Grand Rapids, MI						—						2,179						15,745						917						2,373						16,468						3,045						2021						2003						3121 Lake Michigan Drive NW
Grandville, MI						—						1,533						7,219						525						1,555						7,722						1,189						2022						2018						3939 44th Street SW
Granger, IN						—						—						—						27,497						1,703						25,794						8,785						2010						2009						6330 N Fir Road
Grants Pass, OR						—						561						8,874						1,721						561						10,595						1,228						2021						1985						1001 NE A Street
Grapevine, TX						—						2,220						17,648						930						2,220						18,578						4,460						2013						2014						4545 Merlot Drive
Greeley, CO						—						1,077						18,051						1,254						1,077						19,305						4,203						2017						2009						5300 W 29th Street
Greenville, MI						—						1,490						4,341						107						1,495						4,443						1,030						2020						2016						1515 Meijer Drive
Greenville, SC						—						893						22,795						3,146						993						25,841						4,340						2021						1989						1180 Haywood Road
Greenwood, IN						—						1,550						22,770						1,683						1,550						24,453						8,541						2010						2007						2339 S State Road 135
Gresham, OR						—						1,966						6,566						2,386						1,975						8,943						1,158						2021						1985						2895 SE Powell Valley Road
Grimsby, ON						—						584						5,160						1,140						597						6,287						2,020						2015						1991						84 Main Street E
Grosse Pointe Woods, MI						—						950						13,662						1,264						961						14,915						5,363						2013						2006						1850 Vernier Road
Grosse Pointe Woods, MI						—						1,430						31,777						1,379						1,452						33,134						11,670						2013						2005						21260 Mack Avenue
Grove City, OH						—						3,575						85,764						2,688						3,540						88,487						16,699						2018						2017						3717 Orders Road
Grove City, OH						—						1,099						5,246						820						1,122						6,043						1,373						2021						1990						2320 Sonora Drive
Gurnee, IL						—						890						27,931						3,302						1,094						31,029						11,335						2013						2002						500 N Hunt Club Road
Haddonfield, NJ						—						520						16,363						1,261						539						17,605						5,104						2011						2015						132 Warwick Road
Hailsham, UK						—						—						4,502						316						—						4,818						603						2024						2013						25 Battle Road
Halstead, UK						—						1,321						19,274						18						1,321						19,292						535						2024						2012						Dame Mary Walk
Hamburg, NY						10,437						967						10,014						1,361						986						11,356						2,674						2019						2009						4600 Southwestern Boulevard
Hamilton, OH						11,222						1,128						10,940						1,204						1,187						12,085						2,721						2019						2019						1740 Eden Park Drive
Hammersmith, UK						—						—						1,208						52						—						1,260						307						2024						2006						49 Queen Caroline Street
Hampton, UK						—						—						1,404						587						—						1,991						193						2024						2001						117 Hampton Road
Happy Valley, OR						—						721						10,416						1,089						721						6,003						2,405						2019						1998						8915 SE Monterey Avenue
Harahan, LA						—						2,628						38,864						345						2,628						39,209						3,681						2021						2020						7904 Jefferson Highway
Harrisburg, IL						—						858						4,940						564						882						5,480						1,327						2021						2005						165 Ron Morse Drive
Harrogate, UK						—						5,146						35,700						75						5,146						35,775						478						2024						2021						Harcourt Road
Harrow, UK						—						—						4,612						83						—						4,695						602						2024						2017						Sudbury Hill
Hartlepool, UK						—						—						1,702						23						—						1,725						212						2024						2002						Elwick Road
Hastings, MI						—						1,603						6,519						127						1,632						6,617						1,290						2020						2002						1821 N East Street
Hattiesburg, MS						—						450						13,469						3,218						450						16,687						5,034						2010						2009						217 Methodist Hospital Boulevard
Haverford, PA						—						1,880						33,993						4,848						1,907						38,814						13,939						2010						2000						731 Old Buck Lane
Haverhill, UK						—						—						—						25						—						25						1						2024						2015						Millfields Way
Haywards Heath, UK						—						2,269						25,914						15						2,269						25,929						651						2024						2021						Butlers Green Road
Helena, MT						—						1,850						19,045						2,035						1,872						21,058						5,070						2021						1998						2801 Colonial Drive
Hemet, CA						—						1,877						9,488						3,969						2,227						13,107						2,041						2021						1988						800 W Oakland Avenue
Henderson, NV						—						1,190						11,600						2,245						1,299						13,736						6,058						2013						2008						1555 W Horizon Ridge Parkway
Henrico, VA						—						3,955						30,682						3,330						3,967						34,000						3,870						2023						2021						567 N Parham Road
Hermitage, PA						—						1,084						15,449						3,004						1,105						18,432						3,195						2021						2001						260 S Buhl Farm Drive
Hickory, NC						—						1,600						28,419						1,055						1,607						29,467						3,038						2021						2002						915 29th Avenue NE
High Point, NC						—						1,355						21,735						838						1,521						22,407						2,499						2021						2002						1573 Skeet Club Road
High Wycombe, UK						—						3,490						13,134						1,338						3,501						14,461						3,103						2015						2017						The Row Lane End
High Wycombe, UK						—						2,494						10,370						42						2,494						10,412						411						2024						1997						Cressex Road
Highland Heights, OH						—						3,773						31,809						21						3,773						31,830						567						2024						2024						305 Bishop Road
Highland Park, IL						—						2,250						25,313						2,690						2,271						27,982						10,828						2013						2005						1601 Green Bay Road
Hindhead, UK						—						17,591						47,933						4,163						18,116						51,571						11,729						2016						2012						Portsmouth Road
Hingham, MA						—						1,440						32,292						1,109						1,444						33,397						9,689						2015						2012						1 Sgt. William B Terry Drive
Hobe Sound, FL						—						3,314						22,241						—						3,314						22,241						688						2024						2019						5785 Pinehurst Trail
Holbrook, NY						—						3,957						35,337						4,645						4,331						39,608						14,206						2013						2001						320 Patchogue Holbrook Road
Honolulu, HI						—						22,918						56,046						7,366						23,057						63,273						14,506						2021						1998						428 Kawaihae Street
Hoover, AL						—						2,165						18,043						3,948						2,186						21,970						4,158						2021						2004						3517 Lorna Road
Horley, UK						—						1,749						9,108						4,708						2,366						13,199						4,365						2014						2014						Court Lodge Road
Horsham, UK						—						—						5,520						18						—						5,538						727						2024						2016						Saint Marks Lane
Houghton-le-Spring, UK						—						—						1,314						16						—						1,330						187						2024						2005						Chester Road
Houston, TX						—						3,830						55,674						11,435						3,830						67,109						26,622						2012						1998						2929 W Holcombe Boulevard
Houston, TX						—						1,750						15,603						3,803						1,750						19,406						5,163						2016						2014						10120 Louetta Road
Howard, WI						—						579						32,122						6,260						718						38,243						7,999						2017						2016						2790 Elm Tree Hill
Howell, NJ						—						1,066						21,577						3,603						1,158						25,088						9,187						2010						2007						100 Meridian Place
Hudson, OH						—						1,586						11,314						325						1,621						11,604						1,317						2022						2019						125 Omni Lake Parkway
Hudson, OH						—						1,754						34,395						806						1,769						35,186						3,679						2022						2019						150 Omni Lake Parkway
Huntingdon Valley, PA						—						4,195						48,376						28						4,195						48,404						840						2024						2023						2507 Philmont Avenue
Huntington Beach, CA						—						3,808						31,172						6,097						3,931						37,146						14,197						2013						2004						7401 Yorktown Avenue
Huntsville, AL						—						1,382						14,286						158						1,382						14,444						2,092						2021						2021						4801 Whitesport Circle SW
Hutchinson, KS						—						600						10,590						6,500						600						17,090						5,893						2004						1997						2416 Brentwood
Ilkley, UK						—						3,714						20,530						109						3,714						20,639						338						2024						2018						Lower Railway Road
Independence, MO						13,981						1,550						14,441						111						1,560						14,542						2,961						2019						2019						19301 E Eastland Center Court
Independence, MO						—						3,215						24,471						2,005						3,250						26,441						6,680						2021						1990						2100 Swope Drive
Independence, MO						—						2,017						15,796						1,251						2,098						16,966						2,240						2022						2014						19301 E 50th Terrace Court S
Indianola, IA						—						2,211						11,501						728						2,192						12,248						1,627						2022						2018						610 E Scenic Valley Avenue
Iowa City, IA						—						891						6,011						2,548						991						8,459						1,483						2021						1991						2423 Walden Road
Ipswich, UK						—						—						5						6						—						11						—						2024						2014						76 Aster Road
Ipswich, UK						—						—						2,913						—						—						2,913						371						2024						2015						102 Mansbrook Boulevard
Isleworth, UK						—						44						6,417						13						44						6,430						346						2024						1996						Snowy Fielder Waye
Islington, UK						—						—						376						13						—						389						14						2024						2005						127 Highbury New Park
Islington, UK						—						—						20						—						—						20						—						2024						2005						19 Highbury New Park
Islington, UK						—						—						1,226						10						—						1,236						145						2024						2007						75 Durham Road
Islington, UK						—						—						450						14						—						464						16						2024						2004						37 Muriel Street
Jackson, TN						—						1,370						12,490						1,468						1,387						13,941						2,811						2021						1996						25 Max Lane Drive
Jacksonville, FL						—						750						25,231						416						750						25,647						5,724						2013						2014						5939 Roosevelt Boulevard
Jacksonville, FL						—						—						26,381						2,344						1,691						27,034						6,049						2013						2014						4000 San Pablo Parkway
Jacksonville, FL						—						1,205						11,991						23,604						6,550						30,250						6,761						2019						2019						10520 Validus Drive
Jacksonville, FL						—						2,932						14,269						1,440						2,932						15,709						2,287						2021						1999						3455 San Pablo Road S
Jeannette, PA						—						1,642						22,377						1,267						1,646						23,640						2,728						2022						2018						4000 Village Drive
Johns Creek, GA						—						1,580						23,285						1,708						1,588						24,985						9,192						2013						2009						11405 Medlock Bridge Road
Johnson City, NY						10,720						1,440						11,675						1,872						1,543						13,444						3,239						2019						2013						1035 Anna Maria Drive
Kalamazoo, MI						—						7,511						45,942						8,107						6,293						55,267						15,030						2021						1989						1700 Bronson Way
Kalamazoo, MI						—						—						—						1,274						1,274						—						—						2021						1900						1700 Bronson Way
Kanata, ON						—						1,552						26,339						1,598						1,575						27,914						10,383						2012						2005						70 Stonehaven Drive
Kansas City, MO						—						1,938						11,694						1,223						1,943						12,912						1,900						2022						2016						111 NW 94 Street
Kelowna, BC						3,433						1,936						9,827						6,197						2,618						15,342						5,855						2013						1999						863 Leon Avenue
Kelowna, BC						—						5,790						42,578						5,571						5,921						48,018						7,743						2022						2021						1360 K.L.O Road
Kelowna, BC						31,842						5,000						39,142						5,455						5,113						44,484						6,743						2022						2000						580 Yates Road
Kelowna, BC						34,921						5,669						47,725						6,372						5,798						53,968						7,936						2022						2005						1075 Barnes Avenue
Kelowna, BC						27,997						3,416						41,057						4,819						3,493						45,799						6,578						2022						2012						1277 Gordon Drive
Kelowna, BC						9,173						2,819						10,587						2,006						2,883						12,529						1,532						2022						1988						3200 Lakeshore Road
Kenilworth, UK						—						—						—						16						—						16						—						2024						2000						4 Spring Lane
Kennebunk, ME						—						2,700						30,204						10,615						3,735						39,784						19,119						2013						2006						One Huntington Common Drive
Kenner, LA						—						1,100						10,036						5,886						1,100						15,922						12,776						1998						2000						1600 Joe Yenni Boulevard
Kenner, LA						—						809						12,344						1,081						814						13,420						2,200						2021						1988						1101 Sunset Boulevard
Kennett Square, PA						—						1,050						22,946						1,969						1,186						24,779						8,942						2010						2008						301 Victoria Gardens Drive
Kennewick, WA						14,345						2,246						27,756						4						2,246						27,760						698						2024						2013						5207 W Hildebrand Boulevard
Kidderminster, UK						—						2,628						15,270						23						2,628						15,293						499						2024						2013						37-38 Oldnall Road
Kingsport, TN						—						2,123						33,130						655						2,123						33,785						3,382						2021						2019						915 Holston Hills Drive
Kingston, ON						—						887						9,832						3,551						1,292						12,978						3,638						2015						1983						181 Ontario Street
Kingston Vale, UK						—						—						3,291						32						—						3,323						427						2024						2016						1a Robin Hood Lane
Kingwood, TX						—						480						9,777						3,016						480						8,715						4,876						2011						1999						22955 Eastex Freeway
Kingwood, TX						—						1,683						24,207						2,811						1,683						27,018						7,353						2017						2012						24025 Kingwood Place
Kirkland, WA						—						1,880						4,315						17,624						10,022						13,797						2,843						2003						1996						6505 Lakeview Drive
Kitchener, ON						7,366						1,232						12,806						6,462						1,344						19,156						5,464						2016						2003						1250 Weber Street E
Klamath Falls, OR						—						1,335						10,174						3,740						1,335						8,148						3,908						2020						2000						615 Washburn Way
Knebworth, UK						—						—						3,817						17						—						3,834						494						2024						2017						59 London Road
Knoxville, TN						—						2,207						12,849						1,464						2,209						14,311						5,025						2021						2001						8501 S Northshore Drive
Kuna, ID						—						—						—						7,463						7,463						—						3						2022						1900						1640 W Hubbard Road
Kyle, TX						—						—						—						6,273						6,273						—						—						2021						1900						1500 Ranch To Market Road 150 #665
LA Palma, CA						—						2,950						16,591						1,591						2,996						18,136						7,024						2013						2003						5321 La Palma Avenue
La Vista, NE						—						1,199						14,840						986						1,199						15,826						1,998						2022						2012						7544 Gertrude Street
Lacey, WA						32,000						5,574						48,495						19						5,574						48,514						1,116						2024						2019						6950 Birdseye Avenue NE
Lackawanna, NY						6,591						1,015						5,280						1,360						1,029						6,626						1,717						2019						2002						133 Orchard Place
Lafayette, CO						15,759						2,784						23,962						18						2,784						23,980						656						2024						2012						860 W Baseline Road
Lafayette, LA						—						2,618						22,986						2,238						2,618						25,224						2,563						2023						2016						400 Polly Lane
Lafayette Hill, PA						—						1,750						11,848						3,100						1,878						14,820						6,810						2013						1998						429 Ridge Pike
Laguna Hills, CA						—						12,820						75,926						27,236						12,894						103,088						34,840						2016						1988						24903 Moulton Parkway
Laguna Woods, CA						—						11,280						76,485						23,497						11,280						99,982						30,012						2016						1987						24441 Calle Sonora
Laguna Woods, CA						—						9,150						57,842						18,608						9,150						76,450						24,324						2016						1986						24962 Calle Aragon
Lake Havasu City, AZ						—						364						1,599						1,619						364						3,218						833						2020						2009						320 N Lake Havasu Avenue
Lake Jackson, TX						—						—						—						36,984						5,735						31,249						1,162						2021						1900						301 Huisache Street
Lake Zurich, IL						—						1,470						9,830						4,639						1,470						14,469						6,707						2011						2007						550 America Court
Lakeland, FL						—						2,416						19,791						472						2,416						20,263						3,971						2021						1999						1325 Grasslands Boulevard
Lakeview, MI						—						733						2,212						197						733						2,409						528						2022						2013						9494 Paden Road
Lakewood, NY						9,624						1,031						17,410						996						1,041						18,396						2,085						2022						2016						2123 Southwestern Drive
Lakewood Ranch, FL						—						650						6,714						2,197						650						8,911						2,836						2011						2012						8230 Nature's Way
Lakewood Ranch, FL						—						1,000						22,388						1,214						1,000						23,602						7,590						2012						2005						8220 Natures Way
Lancaster, CA						—						700						15,295						6,630						712						21,913						9,013						2010						1999						43051 15th Street W
Lancaster, OH						—						1,029						7,699						863						1,059						8,532						1,802						2021						1981						2750 W Fair Avenue
Lancaster, PA						—						1,680						14,039						360						1,680						14,399						3,291						2015						2017						31 Millersville Road
Lancaster, NY						11,996						1,262						11,154						1,898						1,350						12,964						3,188						2019						2011						18 Pavement Road
Lapeer, MI						—						1,827						8,794						107						1,827						8,901						1,632						2020						2004						101 Devonshire Drive
Las Vegas, NV						—						5,908						36,955						5,202						5,924						42,141						10,886						2020						1999						1600 S Valley View Road
Las Vegas, NV						—						1,274						13,748						1,491						1,292						15,221						2,843						2020						2001						3300 Winterhaven Street
Las Vegas, NV						—						2,412						22,045						3,816						2,444						25,829						5,630						2020						1997						3210 S Sandhill Road
Laval, QC						16,123						1,829						27,950						7,438						1,993						35,224						8,981						2018						2005						269, Boulevard Sainte-Rose
Laval, QC						2,910						2,071						5,187						2,042						2,256						7,044						1,738						2018						1989						263, Boulevard Sainte-Rose
Laval, QC						—						16,437						108,713						14,280						15,715						123,715						7,369						2023						1988						1400 Chomedey boulevard
Lawrence, KS						—						250						8,716						400						250						9,116						2,987						2012						1996						3220 Peterson Road
Lawrenceville, GA						—						1,500						29,003						2,008						1,593						30,918						10,914						2013						2008						1375 Webb Gin House Road
Lawrenceville, GA						—						3,513						24,173						3,003						3,585						27,104						4,415						2021						2007						2899 Five Forks Trickum Road
Leander, TX						—						—						—						5,157						5,157						—						—						2022						1900						14751 Ronald Reagan Boulevard
Leatherhead, UK						—						4,520						17,219						1,800						4,592						18,947						3,983						2015						2017						Rectory Lane
Leawood, KS						—						2,490						32,493						12,329						5,610						41,702						17,330						2012						1999						4400 W 115th Street
Leeds, UK						—						4,251						23,898						65						4,251						23,963						344						2024						2013						The Green
Leeds, UK						—						3,356						16,465						83						3,356						16,548						262						2024						2017						The Green
Lenexa, KS						9,700						826						26,251						2,011						927						28,161						10,973						2013						2006						15055 W 87th Street Parkway
Levis, QC						3,577						3,169						23,372						3,253						3,051						26,743						2,493						2023						2009						7 Saint-Thomas Street
Lexington, SC						—						1,843						15,301						3,180						1,894						18,430						2,984						2021						2001						203 Old Chapin Road
Lexington, SC						—						3,171						22,214						4,813						3,398						26,800						2,393						2023						2001						800 N Lake Drive
Libertyville, IL						—						6,500						40,024						6,328						6,500						46,352						15,586						2011						2001						901 Florsheim Drive
Lincoln, NE						—						390						13,807						995						390						14,802						5,560						2010						2000						7208 Van Dorn Street
Lincoln, NE						—						884						10,637						2,705						1,044						13,182						2,346						2021						1990						1111 S 70th
Lincroft, NJ						—						9						19,958						3,211						180						22,998						8,509						2013						2002						734 Newman Springs Road
Linwood, NJ						—						800						21,984						3,483						891						25,376						9,517						2010						1997						432 Central Avenue
Litchfield, CT						—						1,240						17,908						13,719						1,362						31,505						10,017						2010						1998						19 Constitution Way
Lititz, PA						—						1,200						13,836						359						1,200						14,195						3,252						2015						2016						80 W Millport Road
Little Neck, NY						—						3,350						38,461						7,998						3,468						46,341						16,093						2010						2000						5515 Little Neck Parkway
Little River, SC						—						4,076						41,300						49						4,076						41,349						833						2024						2021						2585 Highway 179
Littlehampton, UK						—						1,836						14,347						226						1,836						14,573						438						2024						1995						The Leas off Station Road
Littleton, CO						—						3,378						26,360						3,016						3,378						29,376						2,727						2023						2018						8160 W Coal Mine Avenue
Liverpool, UK						—						2,398						6,511						500						2,398						7,011						382						2024						1997						38 Gemini Drive
Livingston, NJ						—						8,000						44,424						2,901						8,103						47,222						11,350						2015						2017						369 E Mount Pleasant Avenue
Lombard, IL						17,010						2,130						59,943						2,669						2,236						62,506						22,130						2013						2009						2210 Fountain Square Drive
London, ON						8,339						1,809						15,604						4,297						1,902						19,808						5,660						2015						1953						1486 Richmond Street N
London, ON						—						1,321						12,465						2,939						1,506						15,219						3,744						2015						1950						81 Grand Avenue
Londonderry, NH						—						2,872						24,521						1,578						2,872						26,099						3,087						2022						2016						2 Golen Drive
Long Grove, IL						—						—						—						26,286						2,733						23,553						3,771						2021						2017						2300 Illinois Route 53
Longmont, CO						—						1,756						11,825						2,554						1,897						14,238						1,779						2021						1986						2210 Main Street
Longueuil, QC						6,035						3,651						21,683						4,645						3,947						26,032						8,825						2015						1989						70 Rue Levis
Longueuil, QC						16,030						8,632						67,447						10,471						8,574						77,976						6,645						2023						2007						1235 chemin du Tremblay
Longview, TX						—						610						5,520						2,132						610						7,652						3,057						2006						2007						311 E Hawkins Parkway
Lorain, OH						11,309						1,394						12,960						167						1,409						13,112						2,470						2019						2018						5401 N Pointe Parkway
Los Angeles, CA						—						—						114,438						12,148						—						126,586						49,419						2011						2009						10475 Wilshire Boulevard
Los Angeles, CA						—						3,540						19,007						5,207						3,540						24,214						10,427						2012						2001						2051 N Highland Avenue
Los Angeles, CA						—						—						28,050						7,619						91						35,578						10,835						2016						2006						4061 Grand View Boulevard
Loughborough, UK						—						1,156						25,140						5						1,156						25,145						603						2024						2020						Farley Way
Louisville, CO						—						1,432						6,684						57,716						2,631						63,201						15,485						2019						1999						1855 Plaza Drive
Louisville, CO						—						1,323						7,547						11,695						1,534						19,031						4,005						2019						1999						282 McCaslin Boulevard
Louisville, CO						—						—						—						120,155						5,648						114,507						22,599						2019						2004						1331 E Hecla Drive
Louisville, KY						—						2,420						20,816						5,115						2,420						25,931						10,363						2012						1999						4600 Bowling Boulevard
Louisville, KY						13,650						1,600						20,326						2,490						1,607						22,809						8,691						2013						2010						6700 Overlook Drive
Louisville, KY						—						1,588						9,254						2,988						1,666						12,164						2,396						2021						2000						620 Valley College Drive
Louisville, KY						—						2,274						10,768						3,561						2,459						14,144						3,121						2021						1998						8021 Christian Court
Loveland, CO						27,691						5,223						33,815						11						5,223						33,826						923						2024						2016						3415 N Lincoln Avenue
Loveland, OH						—						—						—						18,900						1,573						17,327						228						2021						1900						6350 Todd Farm Lane
Lowestoft, UK						—						—						—						27						—						27						1						2024						2014						Love Road
Ludington, MI						—						747						6,406						197						753						6,597						757						2022						2002						502 N Sherman Street
Lynnfield, MA						—						3,165						45,200						3,449						3,854						47,960						17,819						2013						2006						55 Salem Street
Macclesfield, UK						—						2,411						4,901						17						2,411						4,918						287						2024						1991						65 Victoria Road
Macungie, PA						—						—						—						27,157						2,558						24,599						3,690						2017						2018						6043 Lower Macungie Road
Madison, TN						—						2,093						8,306						15,034						2,092						23,341						1,304						2021						1986						200 E Webster Street
Mahwah, NJ						—						1,605						27,249						1,759						1,644						28,969						7,306						2012						2015						814 Wyckoff Avenue
Maidenhead, UK						—						—						963						48						—						1,011						130						2024						2006						21 Courthouse Road
Maids Moreton, UK						—						2,370						11,043						4,683						3,024						15,072						4,376						2014						1883						Church Street
Maidstone, UK						—						—						4,707						14						—						4,721						623						2024						2020						Gidd's Pond Way
Malvern, PA						—						1,651						17,194						3,537						1,840						20,542						9,334						2013						1998						324 Lancaster Avenue
Manassas, VA						—						2,946						16,609						1,320						2,979						17,896						3,276						2021						1994						9852 Fairmont Avenue
Manchester, CT						—						—						—						24,418						2,630						21,788						183						2022						2023						140 Spencer Street
Mankato, MN						—						1,460						32,104						668						1,498						32,734						7,649						2015						2006						100 Dublin Road
Mansfield, TX						—						660						5,251						2,224						660						7,475						2,760						2006						2007						2281 Country Club Drive
Mansfield, TX						—						—						—						21,675						2,807						18,868						3,047						2017						2019						2500 N Walnut Creek Drive
Manteca, CA						—						1,300						12,125						7,326						1,312						19,439						9,803						2005						1986						430 N Union Road
Maple Ridge, BC						7,581						2,629						10,902						3,681						2,950						14,262						3,234						2015						2009						12241 224th Street
Marieville, QC						4,365						1,169						11,077						1,614						1,273						12,587						3,903						2015						2002						425 Rue Claude De Ramezay
Market Harborough, UK						—						—						1,234						—						—						1,234						130						2024						2023						Leicester Road
Marlboro, NJ						—						2,222						14,888						3,416						2,366						18,160						6,949						2013						2002						3A S Main Street
Marlow, UK						—						7,847						34,372						7,309						8,902						40,626						9,781						2013						2014						210 Little Marlow Road
Marysville, WA						—						620						4,780						5,964						620						10,744						4,892						2003						1998						9802 48th Drive NE
Massillon, OH						—						1,117						16,687						1,144						1,126						17,822						2,678						2022						2016						2550 University Drive SE
Mattoon, IL						—						791						1,905						538						838						2,396						739						2021						1999						2008 S 9th Street
Mattoon, IL						—						505						2,258						622						530						2,855						686						2021						2001						1920 Brookstone Lane
McKinney, TX						—						1,570						7,389						2,459						1,570						9,848						3,485						2009						2010						2701 Alma Road
McKinney, TX						—						4,314						23,777						393						4,314						24,170						3,581						2021						2018						220 S Crutcher Crossing
McKinney, TX						—						4,145						23,486						17,772						6,881						38,522						1,844						2023						2023						3220 Turkey Trot Lane
McMasterville, QC						2,754						5,299						26,532						7,838						4,910						34,759						3,876						2023						1961						701 Chemin du Richelieu
Meadville, PA						—						546						4,826						14,394						2,096						17,670						1,316						2022						2023						637 Pine Street
Medicine Hat, AB						7,659						1,356						13,389						743						1,387						14,101						5,230						2015						1999						223 Park Meadows Drive SE
Medina, OH						12,156						1,309						10,540						2,547						1,707						12,689						2,819						2019						2017						699 N Huntington Street
Medina, OH						—						—						—						42,367						2,152						40,215						3,676						2019						2020						122 Medina Road
Melbourne, FL						—						7,070						48,257						46,892						7,070						95,149						37,773						2007						2009						7300 Watersong Lane
Melissa, TX						—						—						—						18,769						6,362						12,407						286						2022						1900						Dallas Drive
Melville, NY						—						4,280						73,283						12,406						4,453						85,516						30,620						2010						2001						70 Pinelawn Road
Memphis, TN						—						1,800						17,744						4,467						1,800						22,211						9,925						2012						1999						6605 Quail Hollow Road
Menomonee Falls, WI						—						1,020						6,984						3,496						1,020						10,480						4,326						2006						2007						W128 N6900 Northfield Drive
Mentor, OH						11,041						957						13,206						1,130						961						14,332						2,241						2022						2019						9150 Lakeshore Boulevard
Mentor, OH						—						4,565						35,828						17						4,565						35,845						1,359						2024						2023						8180 Mentor Hills Drive
Mequon, WI						—						2,238						17,761						788						2,238						18,549						2,138						2021						2015						6751 W Mequon Road
Merced, CA						—						2,806						13,292						3,134						2,934						16,298						2,774						2021						1997						3460 R Street
Metairie, LA						14,200						725						27,708						3,188						1,500						30,121						10,508						2013						2009						3732 W Esplanade Avenue S
Miamisburg, OH						—						—						—						7,324						1,215						6,109						318						2021						2016						2961 W Spring Valley Pike
Middlebury, VT						—						5,404						24,161						1,732						5,404						25,893						2,111						2024						2008						350 Lodge Road
Middlesbrough, UK						—						59						2,769						50						59						2,819						236						2024						2002						Woodside Resource Centre
Midland, MI						—						1,084						5,623						452						1,099						6,060						1,107						2022						2015						4124 Waldo Avenue
Mildenhall, UK						—						—						2,240						54						—						2,294						289						2024						2014						St Johns Close
Mill Creek, WA						—						10,150						60,274						7,135						10,179						67,380						29,425						2010						1998						14905 Bothell Everett Highway
Millbrook, NY						—						12,448						12,390						4,513						13,016						16,335						7,547						2021						1985						79 Flint Road
Millbrook, NY						—						—						—						9						9						—						—						2021						1900						79 Flint Road
Millersburg, OH						—						1,293						17,788						801						1,308						18,574						2,537						2022						2021						4245 Glen Drive
Milton, ON						—						4,153						23,155						7,225						4,539						29,994						7,112						2015						2012						611 Farmstead Drive
Milwaukie, OR						—						2,391						20,262						1,056						2,415						21,294						2,520						2021						1996						4017 SE Vineyard Road
Minnetonka, MN						—						2,080						24,360						4,932						2,154						29,218						10,595						2012						1999						500 Carlson Parkway
Minnetonka, MN						—						920						29,344						2,018						1,051						31,231						10,990						2013						2006						18605 Old Excelsior Boulevard
Mission Viejo, CA						—						6,600						52,118						12,354						6,602						64,470						17,318						2016						1998						27783 Center Drive
Mississauga, ON						6,146						1,472						16,533						1,882						1,546						18,341						6,647						2013						1984						1130 Bough Beeches Boulevard
Mississauga, ON						—						2,357						14,021						6,395						2,450						20,323						5,836						2015						1989						85 King Street E
Missoula, MT						—						550						7,490						3,170						553						10,657						4,631						2005						1998						3620 American Way
Mitcham, UK						—						3,367						3,818						32						3,367						3,850						246						2024						1996						67 Whitford Gardens
Mobberley, UK						—						3,828						19,834						13,728						5,222						32,168						11,360						2013						2007						Barclay Park, Hall Lane
Mobile, AL						—						737						10,205						2,177						762						12,357						2,424						2021						1995						650 University Boulevard S
Molalla, OR						—						1,210						3,903						1,787						1,210						5,690						1,560						2020						1998						835 E Main Street
Monterey, CA						—						6,440						29,101						4,647						6,454						33,734						12,860						2013						2009						1110 Cass Street
Montgomery, AL						—						524						10,923						1,739						540						12,646						2,570						2021						1991						5801 Eastdale Drive
Montgomery Village, MD						—						3,530						18,246						8,547						4,291						26,032						15,080						2013						1993						19310 Club House Road
Montreal-Nord, QC						7,586						3,830						20,613						10,950						4,173						31,220						8,874						2018						1988						6700 Boulevard Gouin Est
Moorestown, NJ						—						2,060						51,628						9,844						2,101						61,431						20,782						2010						2000						1205 N Church Street
Moose Jaw, SK						750						551						12,283						2,306						561						14,579						4,932						2013						2001						425 4th Avenue NW
Mount Pleasant, MI						—						1,863						6,467						103						1,876						6,557						1,440						2020						2013						2378 S Lincoln Road
Murphy, TX						—						1,950						19,182						620						1,950						19,802						4,785						2015						2012						304 W FM 544
Nacogdoches, TX						—						390						5,754						2,158						390						7,912						3,138						2006						2007						5902 North Street
Napa, CA						—						844						79,827						174						844						80,001						3,059						2024						1900						4055 Solano Avenue
Naperville, IL						—						3,470						29,547						7,762						3,472						37,307						12,033						2011						2001						504 N River Road
Naperville, IL						—						1,550						12,237						3,656						1,550						15,893						6,018						2012						2013						1936 Brookdale Road
Naperville, IL						—						1,540						28,204						2,348						1,640						30,452						11,318						2013						2002						535 W Ogden Avenue
Nashville, TN						—						3,900						35,788						6,469						3,900						42,257						17,933						2012						1999						4206 Stammer Place
New Braunfels, TX						—						1,200						19,800						10,903						2,729						29,174						9,607						2011						2009						2294 Common Street
New Palestine, IN						—						2,259						22,010						635						2,292						22,612						4,238						2021						2017						4400 Terrace Drive
New Rochelle, NY						—						5,732						34,270						297						5,732						34,567						1,684						2021						2023						11 Mill Road
New York, NY						—						—						—						—						—						0						—						2016						2021						139 E 56th Street
Newberg, OR						—						2,806						15,260						3,206						2,819						18,453						2,068						2021						2002						3801 Hayes Street
Newbury, UK						—						2,692						12,085						1,883						2,892						13,768						3,073						2015						2016						370 London Road
Newbury, UK						—						—						4,002						139						—						4,141						534						2024						2014						Maple Crescent
Newcastle upon Tyne, UK						—						—						1,501						52						—						1,553						424						2024						1997						Thornhill Road
Newmarket, UK						—						3,053						8,926						6,152						4,132						13,999						4,200						2014						2011						Jeddah Way
Newtown Square, PA						—						1,930						14,420						2,421						2,007						16,764						7,332						2013						2004						333 S Newtown Street Road
Norman, OK						—						1,480						33,330						2,353						1,480						35,683						11,180						2012						1985						800 Canadian Trails Drive
North Canton, OH						—						1,726						24,588						2,308						1,739						26,883						4,446						2022						2017						850 Applegrove Street
North Ridgeville, OH						—						1,780						29,390						231						1,804						29,597						2,851						2022						2020						33770 Bagley Road
North Shields, UK						—						—						—						39						—						39						1						2024						2005						Front Street
North Tonawanda, NY						8,180						1,249						7,360						1,154						1228						8,535						2,065						2019						2005						705 Sandra Lane
North Tonawanda, NY						—						1,426						17,572						1,531						1,528						19,001						2,120						2022						2009						3959 Forest Park Way
North Tustin, CA						—						2,880						18,059						2,925						3,044						20,820						6,982						2013						2000						12291 Newport Avenue
North Wales, PA						—						1,968						18,356						1,335						1,971						19,688						3,876						2021						2013						1419 Horsham Road
Northville, MI						—						2,221						12,710						2,210						2,221						14,920						2,578						2023						2019						44600 Five Mile Road
Norwich, UK						—						—						3,294						13						—						3,307						426						2024						2015						140 Dragonfly Lane
Novi, MI						—						3,877						30,891						6,574						3,877						37,465						6,044						2023						2021						42400 W 12 Mile Road
Oak Harbor, WA						—						739						7,698						1,644						739						9,342						2,203						2019						1998						171 SW 6th Avenue
Oak Park, IL						—						1,250						40,383						4,622						1,250						45,005						17,615						2012						2004						1035 Madison Street
Oakdale, PA						13,745						1,917						11,954						1,058						1,906						13,023						3,256						2019						2017						7420 Steubenville Pike
Oakland, CA						—						3,877						47,508						6,550						4,117						53,818						19,890						2013						1999						11889 Skyline Boulevard
Oakland Charter Township, MI						—						1,489						8,760						21						1,489						8,781						523						2024						2020						3215 Silverbell Road
Oakton, VA						—						2,250						37,576						4,499						2,393						41,932						15,725						2013						1997						2863 Hunter Mill Road
Oakville, ON						6,055						1,961						27,527						4,547						2,137						31,898						11,386						2013						1994						25 Lakeshore Road W
Oakville, ON						3,190						1,168						12,636						2,930						1,274						15,460						5,000						2013						1988						345 Church Street
Ocala, FL						—						1,340						10,564						1,137						1,340						11,701						4,629						2008						2009						2650 SE 18th Avenue
Oceanside, CA						—						4,008						44,188						148						4,008						44,336						1,025						2022						2024						4845 Mesa Drive
Ogden, UT						—						360						6,700						4,521						360						11,221						4,479						2004						1998						1340 N Washington Boulevard
Oklahoma City, OK						—						590						7,513						430						590						7,943						3,561						2007						2008						13200 S May Avenue
Oklahoma City, OK						—						760						7,017						606						760						7,623						3,310						2007						2009						11320 N Council Road
Oklahoma City, OK						—						—						—						18,303						1,590						16,713						2,793						2014						2016						2800 SW 131st Street
Oklahoma City, OK						—						5,962						22,911						4,806						5,962						27,717						32,208						2021						1984						1404 NW 122nd Street
Okotoks, AB						—						656						19,240						2,569						745						21,720						6,558						2015						2010						47 Riverside Gate
Olney, IL						—						897						4,805						563						923						5,342						1,236						2021						1999						1110 N East Street
Olney, IL						—						534						2,234						626						569						2,825						792						2021						1998						1301 N East Street
Olympia, WA						20,427						5,024						34,368						29						5,024						34,397						849						2024						2013						4701 7th Avenue SW
Omaha, NE						—						370						10,230						2,974						370						13,204						4,083						2010						1998						11909 Miracle Hills Drive
Omaha, NE						—						380						8769						543						380						9,312						3728						2010						1999						5728 S 108th Street
Omaha, NE						—						1,623						12,027						1,037						1,639						13,048						1,649						2022						2010						7205 N 73rd Plaza Circle
Orange, CA						33,279						8,021						64,689						3,205						8,023						67,892						13,148						2019						2018						630 The City Drive S
Orem, UT						—						1,395						8,775						2,427						1,448						11,149						1,307						2021						1987						325 W Center
Ormond Beach, FL						—						3,428						16,941						1,009						3,441						17,937						3,904						2021						1984						101 Clyde Morris Boulevard
Orpington, UK						—						—						5,532						52						—						5,584						747						2024						2013						Sevenoaks Road
Ottawa, ON						10,537						1,226						14,106						5,052						1,337						19,047						4,573						2015						2001						110 Berrigan Drive
Ottawa, ON						6,136						2,581						25,080						5,222						2,705						30,178						11,481						2013						1998						43 Aylmer Avenue
Ottawa, ON						3,297						1,062						8,965						1,338						1,138						10,227						3,634						2013						1998						1351 Hunt Club Road
Ottawa, ON						4,302						685						7,166						2,282						770						9,363						3,063						2013						1999						140 Darlington Private
Ottawa, ON						—						1,113						12,085						957						1,165						12,990						3,461						2015						1987						10 Vaughan Street
Ottawa, ON						15,186						3,892						35,793						4,124						4,041						39,768						10,756						2015						2005						751 Peter Morand Crescent
Ottawa, ON						5,341						1,923						16,845						10,944						2,125						13,797						3,962						2015						1989						1 Eaton Street
Ottawa, ON						10,183						2,710						24,164						4,812						2,916						28,770						7,446						2015						2008						691 Valin Street
Ottawa, ON						7,673						1,427						16,616						3,894						1,625						20,312						5,080						2015						2006						22 Barnstone Drive
Ottawa, ON						9,618						3,112						28,431						5,101						3,387						33,257						8,284						2015						2009						990 Hunt Club Road
Ottawa, ON						—						3,119						25,911						7,132						3,345						32,817						9,206						2015						2009						2 Valley Stream Drive
Outremont, QC						13,130						5,863						39,960						19,729						6,388						59,164						16,432						2018						1976						1000, Avenue Rockland
Oviedo, FL						—						3,350						31147						706						3349						31,854						6054						2021						2002						7015 Red Bug Lake Road
Painesville, OH						—						1,407						12,500						185						1407						12,685						1,166						2020						2022						1386 Elizabeth Boulevard
Painted Post, NY						8,622						1,326						13,400						928						1,259						14,395						1,811						2022						2012						110 Creekside Drive
Palestine, TX						—						180						4,320						5,399						180						9,719						3,203						2006						2005						1625 W Spring Street
Palm Coast, FL						—						870						10,957						1,091						870						12,048						4,656						2008						2010						50 Town Court
Palm Desert, CA						—						13,628						58,446						9,659						13,683						68,050						14,085						2021						1985						41505 Carlotta Drive
Palm Desert, CA						—						6,193						83,052						2,832						6,199						85,878						7,898						2022						2010						39905 Via Scena
Palm Harbor, FL						—						2,490						23,901						802						2,490						24,703						3,359						2021						1996						2960 Tampa Road
Palo Alto, CA						25,050						—						39,639						5,654						43						45,250						16,489						2013						2007						2701 El Camino Real
Paramus, NJ						—						2,840						35,728						2,693						3,007						38,254						13,921						2013						1998						567 Paramus Road
Paris, IL						—						688						6,203						752						719						6,924						1,188						2021						2001						146 Brookstone Lane
Paris, TX						—						490						5,452						1,760						490						7,212						5,791						2005						2006						750 N Collegiate Drive
Parma, OH						11,115						1,533						9,221						917						1,545						10,126						2,538						2019						2016						11500 Huffman Road
Paso Robles, CA						—						1,770						8,630						7,539						1,770						16,169						7,931						2002						1998						1919 Creston Road
Paw Paw, MI						—						1,687						5,602						81						1,728						5,642						1,294						2020						2012						677 Hazen Street
Peabody, MA						—						2,250						16,071						3,058						2,380						18,999						5,779						2013						1994						73 Margin Street
Peasmarsh, UK						—						3,988						42,021						22,101						5,436						62,674						21,975						2013						2006						Astolat Way, Peasmarsh
Pella, IA						—						870						6,716						828						948						7,466						2,491						2012						2002						2602 Fifield Road
Pembroke, ON						—						1,774						8,661						1,788						1,800						10,423						3,954						2012						1999						1111 Pembroke Street W
Pennington, NJ						—						1,380						27,620						5,358						1,542						32,816						10,999						2011						2000						143 W Franklin Avenue
Pensacola, FL						—						2,945						29,148						3,056						2,945						32,204						3,276						2023						2017						428 Airport Boulevard
Penticton, BC						32,445						3,405						42,919						4,539						3,482						47,381						6,733						2022						2015						3475 Wilson Street
Peoria, AZ						—						766						21,796						3,270						766						25,066						6,331						2018						2014						13391 N 94th Drive
Peoria, AZ						—						2,006						12,091						1,439						2,023						13,513						2,927						2021						1997						13619 N 94th Drive
Pflugerville, TX						—						5,978						36,181						6						5,978						36,187						1,574						2021						2024						409 E Pflugerville Parkway
Pickerington, OH						—						2,072						27,651						736						2,075						28,384						3,030						2021						2017						611 Windmiller Drive
Pickerington, OH						—						2,815						26,921						707						2,878						27,565						2,729						2022						2019						602 Redbud Road
Pittsburgh, PA						—						1,580						18,017						13,046						1,725						30,918						9,105						2013						2009						900 Lincoln Club Drive
Pittsburgh, PA						—						2850						22019						2,846						2850						24,865						3585						2023						2019						8651 Carey Lane
Pittsburgh, PA						—						3,815						33,052						4,104						3,815						37,156						4,705						2023						2021						8870 Duncan Avenue
Pittston, PA						—						1,644						13,756						1,078						1,646						14,832						2,002						2022						2019						900 N Township Boulevard
Placentia, CA						—						8,480						17,076						9,203						8,528						26,231						9,507						2016						1987						1180 N Bradford Avenue
Plainview, NY						—						3,066						19,901						2,957						3,204						22,720						7,896						2013						2001						1231 Old Country Road
Plano, TX						28,960						3,120						59,950						7,931						3,317						67,684						27,552						2013						2006						4800 W Parker Road
Plano, TX						—						1,750						15,390						4,858						1,750						20,248						5,081						2016						2014						3690 Mapleshade Lane
Plano, TX						—						3,079						32,970						4,784						3,079						37,754						4,746						2023						2006						7001 Plano Parkway
Plattsmouth, NE						—						250						5,650						321						250						5,971						2,370						2010						1999						1913 E Highway 34
Playa Vista, CA						—						1,580						40,531						8,621						1,707						49,025						17,012						2013						2006						5555 Playa Vista Drive
Pleasanton, CA						—						—						—						52,664						3,676						48,988						8,006						2016						2017						5700 Pleasant Hill Road
Poole, UK						—						—						4,108						7						—						4,115						543						2024						2013						187 York Road
Port Perry, ON						8,491						3,370						24,497						4,614						3,659						28,822						7,195						2015						2009						15987 Simcoe Street
Port Saint Lucie, FL						—						8,700						47,230						22,082						8,700						69,312						28,002						2008						2010						10685 SW Stony Creek Way
Portage, MI						39,331						2,880						59,764						3,487						2,903						63,228						13,344						2019						2017						3951 W Milham Avenue
Porterville, CA						—						1,739						15,190						2,286						1,866						17,349						3,134						2021						1999						2500 W Henderson Avenue
Potomac, MD						—						—						—						57,935						6,648						51,287						8,279						2018						2021						10800 Potomac Tennis Lane
Powell, OH						—						1,910						18,008						538						1,970						18,486						2,285						2021						2018						3872 Attucks Drive
Powell, OH						—						2,300						26,198						608						2,305						26,801						2,865						2021						2017						10351 Sawmill Parkway
Princeton, NJ						—						1,730						30,888						9,509						1,871						40,256						12,660						2011						2001						155 Raymond Road
Princeton, NJ						—						—						—						31,972						3,768						28,204						2,217						2020						2001						775 Mount Lucas Road
Prior Lake, MN						—						1,870						29,849						924						1,946						30,697						7,124						2015						2003						4685 Park Nicollet Avenue
Prospect, KY						—						2,533						9,963						318						2,541						10,273						1,688						2021						2017						6901 Carslaw Court
Purley, UK						—						5,478						26,154						17,134						7,457						41,309						16,202						2012						2005						21 Russell Hill Road
Purley, UK						—						—						2,553						55						—						2,608						322						2024						1999						86 Downlands Road
Puyallup, WA						—						1,150						20,776						7,467						1,156						28,237						11,565						2010						1985						123 Fourth Avenue NW
Quebec City, QC						4,303						2,103						19,099						6,049						2,291						24,960						5,963						2018						2000						795, Rue Alain
Quebec City, QC						9,058						2,868						24,616						8,496						3,124						32,856						7,804						2018						1987						650 and 700, Avenue Murray
Quebec City, QC						7,334						7,871						50,829						9,830						7,778						60,752						4,186						2023						2005						777 de Belmont Street
Quebec City, QC						2,031						4,115						28,447						3,276						3,971						31,867						3,073						2023						2008						1050 Lebourgneuf Boulevard
Queen Creek, AZ						—						—						—						56,428						8,868						47,560						639						2022						1900						270 W Ocotillo Road
Queensbury, NY						—						1,260						21,744						4,491						1,273						26,222						7,800						2015						1999						27 Woodvale Road
Quincy, IL						—						2,328						16,254						887						2,332						17,137						2,997						2021						2005						823 S 36th Street
Ramsey, MN						—						2,231						31,004						36						2,231						31,040						689						2024						2019						14529 Willemite Street NW
Rancho Cucamonga, CA						—						1,480						10,055						3,821						2,084						13,272						5,714						2013						2001						9519 Baseline Road
Rancho Palos Verdes, CA						—						5,450						60,034						10,035						5,450						70,069						25,980						2012						2004						5701 Crestridge Road
Randolph, NJ						29,300						1,540						46,934						4,155						1,760						50,869						17,892						2013						2006						648 Route 10 W
Rantoul, IL						—						579						4,576						599						584						5,170						1,020						2021						2002						300 Twin Lakes Drive
Reading, UK						—						3,106						21,515						1						3,106						21,516						635						2024						2020						Westall Street
Red Deer, AB						—						1,158						17,903						2,726						1,208						20,579						5,835						2015						2004						3100 - 22 Street
Red Deer, AB						—						1,113						20,740						3,979						1,143						24,689						7,025						2015						2004						10 Inglewood Drive
Redding, CA						24,466						4,474						36,557						2,175						4,474						38,732						8,428						2019						2017						2150 Bechelli Lane
Redding, CA						—						2,639						10,290						2,594						2,688						12,835						2,402						2021						1985						451 Hilltop Drive
Redlands, CA						—						1,966						40,425						2,133						1,977						42,547						7,018						2021						1988						10 Terracina Boulevard
Redwood City, CA						—						—						—						61,703						457						61,246						4,965						2019						2021						1 E Selby Lane
Regina, SK						3,991						1,364						19,429						4,540						1,527						23,806						8,251						2013						1999						3651 Albert Street
Regina, SK						4,064						1,143						19,326						2,959						1,231						22,197						7,606						2013						2004						3105 Hillsdale Street
Regina, SK						11,607						1,407						21,996						6,394						1,507						28,290						6,695						2015						1992						1801 McIntyre Street
Rehoboth Beach, DE						—						960						24,248						10,400						993						34,615						11,778						2010						1999						36101 Seaside Boulevard
Reno, NV						—						1,060						11,440						4,158						1,060						15,598						7,707						2004						1998						5165 Summit Ridge Court
Richmond, UK						—						—						1,052						10						—						1,062						149						2024						1991						Maison Dieu
Richmond, UK						—						—						813						322						—						1,135						118						2024						2005						Greville Road
Richmond, VA						—						6,501						23,697						400						6,528						24,070						4,694						2021						2007						10300 Three Chopt Road
Richmond, TX						—						—						—						6,472						6,472						—						—						2021						1900						NE Corner of Bellaire Road & Mason Road
Ridgeland, MS						—						520						7,675						4,420						520						12,095						6,028						2003						1997						410 Orchard Park
Ridgeland, MS						—						2,659						27,435						2,195						2,659						29,630						2,889						2023						2010						608 Steed Road
Rimouski, QC						5,549						2,690						29,245						8,006						2,545						37,396						3,663						2023						1954						280 Belzile Avenue
Riviere-du-loup, QC						1,734						541						6,951						1,723						625						8,590						2,648						2015						1956						35 Rue des Cedres
Riviere-du-loup, QC						9,248						1,330						15,407						6,347						1,670						21,414						7,143						2015						1993						230-235 Rue des Chenes
Robinson, IL						—						660						3,667						664						665						4,326						1,000						2021						1999						1101 N Monroe Street
Rochester, MI						—						3,527						51,698						19						3,527						51,717						1,508						2024						2019						3095 Blossom Ridge Boulevard
Rochester, MI						—						2,693						25,665						64						2,693						25,729						1,213						2024						2019						3145 Lily Trail
Rochester Hills, MI						—						—						—						7,024						7,024						—						—						2021						1900						3861 S Adams Road/3880 S Boulevard W
Rock Hill, SC						—						1,825						7,676						515						1,852						8,164						1,658						2021						1995						1611 Constitution Boulevard
Rockford, IL						—						1,006						5,119						853						1,025						5,953						1,285						2021						2003						3495 McFarland Road
Rockford, MI						—						2,386						13,546						154						2,406						13,680						2,134						2020						2014						6070 Northland Drive
Rockwall, TX						—						2,220						17,650						1,149						2,220						18,799						4,661						2012						2014						720 E Ralph Hall Parkway
Rocky Hill, CT						—						1,090						6,710						7,060						189						14,671						5,817						2003						1996						60 Cold Spring Road
Rohnert Park, CA						—						6,500						18,700						8,163						6,546						26,817						13,085						2005						1986						4855 Snyder Lane
Romeoville, IL						—						854						12,646						63,886						6,139						71,247						26,836						2006						2010						605 S Edward Drive
Roseburg, OR						—						979						12,388						1,475						980						13,862						1,509						2021						1984						1800 NW Hughwood Avenue
Roseville, MN						—						1,540						35,877						2,384						1,648						38,153						13,209						2013						2002						2555 Snelling Avenue N
Roseville, MN						—						2,140						24,679						891						2,290						25,420						5,910						2015						1989						2750 N Victoria Street
Roseville, CA						—						3,300						41,652						10,216						3,300						51,868						15,732						2016						2000						5161 Foothills Boulevard
Roseville, CA						—						3,011						55,057						—						3,011						55,057						4,820						2022						2021						2400 Pleasant Grove Boulevard
Roseville, CA						—						—						—						45,565						3,786						41,779						104						2022						1900						275 Roseville Parkway
Roswell, GA						—						2,080						6,486						4,709						2,380						10,895						4,879						2012						1997						75 Magnolia Street
Round Rock, TX						—						2,358						15,477						2,459						2,358						17,936						2,575						2021						2007						310 Chisholm Trail
Rowlett, TX						—						1,612						21,319						302						1,652						21,581						2,809						2020						2019						4205-4209 Dalrock Road
Royal Leamington Spa, UK						—						—						4,106						22						—						4,128						543						2024						2014						Old Milverton Lane
Sabre Springs, CA						—						—						—						47,499						3,726						43,773						6,949						2016						2017						12515 Springhurst Drive
Sachse, TX						—						6,346						30,025						916						6,225						31,062						2,160						2021						2023						4615 The Station Boulevard
Sacramento, CA						—						940						14,781						7,693						952						22,462						8,697						2010						1978						6350 Riverside Boulevard
Sacramento, CA						—						1,300						23,394						3,385						1,369						26,710						9,490						2013						2004						345 Munroe Street
Saffron Walden, UK						—						—						7						—						—						7						—						2024						1900						Radwinter Road
Saginaw, MI						—						1,483						17,915						1,579						1,535						19,442						3,807						2021						1997						4141 McCarty Road
Saint Albert, AB						4,734						986						15,385						3,479						1,131						18,719						7,205						2014						2005						78c McKenney Avenue
Saint Bruno, QC						—						8,833						59,921						5,053						8,769						65,038						5,559						2023						2022						1470 Rue Roberval
Saint Charles, MO						—						3,451						41,346						23,712						4,197						64,312						4,646						2023						2018						3330 Ehlmann Road
Saint Johns, MI						—						794						5,682						345						821						6,000						936						2022						2008						1507 Glastonbury Drive
Saint Petersburg, FL						—						9,218						39,883						6,274						9,569						45,806						19,501						2021						1973						1255 Pasadena Avenue S
Saint-Lambert, QC						25,328						9,381						56,608						12,352						10,322						68,019						25,375						2015						1989						1705 Avenue Victoria
Salaberry-de-Valleyfield, QC						12,392						1,645						13,270						3,856						1,761						17,010						2,903						2022						1970						88 Rue Dufferin
Sale, UK						—						—						3,168						11						—						3,179						414						2024						2020						1 Oakfield
Salem, OR						—						918						9,659						1,969						918						11,628						2,569						2020						1999						4452 Lancaster Drive NE
Salem, OR						—						1,227						8,632						2,360						1,227						10,992						2,683						2020						1997						4050 12th Street Cutoff SE
Salem, OR						—						2,876						19,824						1,200						2,888						21,012						2,457						2021						1980						707 Madrona Avenue SE
Salinas, CA						—						5,110						41,424						13,617						5,155						54,996						18,302						2016						1990						1320 Padre Drive
Salisbury, UK						—						—						2,665						42						—						2,707						350						2024						2015						Shapland Close
Salisbury, UK						—						2,040						11,451						8,168						2,761						18,898						5,556						2014						2013						Shapland Close
Salt Lake City, UT						—						1,360						19,691						4,338						1,396						23,993						10,130						2011						1986						1430 E 4500 S
San Antonio, TX						—						—						—						37,791						6,120						31,671						11,282						2010						2011						2702 Cembalo Boulevard
San Antonio, TX						—						5,045						58,048						4,236						5,045						62,284						14,505						2017						2015						11300 Wild Pine
San Antonio, TX						—						11,686						69,930						10,505						11,686						80,435						17,838						2019						2016						6870 Heuermann Road
San Antonio, TX						—						2,262						31,075						3,605						2,262						34,680						3,795						2023						2016						15430 Huebner Road
San Antonio, TX						18,833						3,316						20,867						15						3,316						20,882						549						2024						2017						9003 Vista W Drive
San Diego, CA						—						5,810						63,078						10,390						5,810						73,468						29,159						2012						2001						13075 Evening Creek Drive S
San Diego, CA						—						3,000						27,164						3,010						3,016						30,158						10,617						2013						2003						810 Turquoise Street
San Diego, CA						27,184						4,179						40,328						2,215						4,179						42,543						8,041						2019						2017						955 Grand Avenue
San Francisco, CA						—						5,920						91,639						18,309						5,920						109,948						32,390						2016						1998						1550 Sutter Street
San Francisco, CA						—						11,800						77,214						12,892						11,800						90,106						27,023						2016						1923						1601 19th Avenue
San Francisco, CA						—						—						—						53,250						13,894						39,356						6,555						2019						1992						1450 Post Street
San Gabriel, CA						—						3,120						15,566						2,668						3,170						18,184						6,817						2013						2005						8332 Huntington Drive
San Jose, CA						—						3,280						46,823						10,442						3,280						57,265						20,888						2012						2002						500 S Winchester Boulevard
San Jose, CA						—						11,900						27,647						8,398						11,966						35,979						11,214						2016						2002						4855 San Felipe Road
San Rafael, CA						—						1,620						27,392						7,008						1,620						34,400						9,914						2016						2001						111 Merrydale Road
San Ramon, CA						—						8,700						72,223						15,507						8,783						87,647						25,531						2016						1992						9199 Fircrest Lane
San Ramon, CA						—						4,361						18,373						45						4,361						18,418						819						2024						1900						12720 Alcosta Boulevard
Sand Springs, OK						—						910						19,654						990						915						20,639						6,629						2012						2002						4402 S 129th Avenue W
Sandusky, MI						—						967						6,738						120						987						6,838						1,132						2020						2008						70 W Argyle Avenue
Sandy Springs, GA						—						2,214						8,360						2,179						2,220						10,533						5,065						2012						1997						5455 Glenridge Drive NE
Santa Ana, CA						—						2,077						3,145						2,612						2,077						5,757						1,498						2021						1992						3730 S Greenville Street
Santa Monica, CA						15,820						5,250						28,340						2,771						5,266						31,095						11,032						2013						2004						1312 15th Street
Santa Rosa, CA						—						2,250						26,273						6,047						2,309						32,261						9,424						2016						2001						4225 Wayvern Drive
Santa Rosa, CA						—						6,484						52,195						2,537						6,484						54,732						5,945						2022						2013						4210 Thomas Lake Harris Drive
Sarasota, FL						—						20,105						96,495						18,949						19,724						115,825						15,823						2021						1985						3260 Lake Pointe Boulevard
Saskatoon, SK						2,462						853						12,084						4,066						938						16,065						5,211						2013						1999						220 24th Street E
Saskatoon, SK						9,913						1,190						15,166						4,246						1,428						19,174						6,298						2013						2004						1622 Acadia Drive
Savannah, GA						—						1,733						16,218						2,590						1,763						18,778						3,199						2021						1998						6206 Waters Avenue
Schaumburg, IL						—						2,460						22,863						2,062						2,509						24,876						9,686						2013						2001						790 N Plum Grove Road
Schererville, IN						—						3,693						30,512						4,803						3,693						35,315						4,216						2023						2017						7770 Burr Street
Scranton, PA						9,934						896						10,591						983						875						11,595						2,723						2019						2014						1651 Dickson Avenue
Seaham, UK						—						—						—						46						—						46						2						2024						2004						Church Lane
Seal Beach, CA						—						6,204						72,954						9,664						6,308						82,514						31,105						2013						2004						3850 Lampson Avenue
Seattle, WA						26,675						10,670						37,291						8,078						10,700						45,339						18,909						2010						2005						805 4th Avenue N
Seattle, WA						—						1,150						19,887						3,679						1,150						23,566						7,456						2015						1995						11039 17th Avenue
Selbyville, DE						—						750						25,912						2,466						769						28,359						10,223						2010						2008						21111 Arrington Drive
Sevenoaks, UK						—						4,598						29,931						16,136						6,272						44,393						18,344						2012						2009						64 - 70 Westerham Road
Sevenoaks, UK						—						—						5,371						18						—						5,389						724						2024						2017						Bourchier Close
Severna Park, MD						—						—						67,623						7,516						53						75,086						20,600						2016						1997						43 W McKinsey Road
Shawnee, KS						—						2,109						22,141						644						2,109						22,785						2,305						2022						2020						7200 Silverheel Street
Shelburne, VT						—						1,040						51,327						674						1,040						52,001						3,823						2024						1999						185 Pine Haven Shores
Shelby Township, MI						13,180						1,040						26,344						1,453						1,110						27,727						10,026						2013						2006						46471 Hayes Road
Sherman, TX						—						700						5,221						3,342						700						8,563						3,084						2005						2006						1011 E Pecan Grove Road
Sherman, TX						—						1,712						22,567						1,580						1,852						24,007						5,141						2021						1986						3701 N Loy Lake Road
Sherman, TX						—						—						—						32,291						1,503						30,788						172						2022						1900						23382 W Lamberth Road
Shrewsbury, NJ						—						2,120						38,116						6,708						2,165						44,779						15,735						2010						2000						5 Meridian Way
Shrewsbury, UK						—						3,515						23,108						1						3,515						23,109						570						2024						2023						Oteley Road
Sidcup, UK						—						5,538						42,078						28,080						7,525						68,171						27,540						2012						2000						Frognal Avenue
Sidcup, UK						—						—						4,943						43						—						4,986						665						2024						2019						2 Frognal Avenue
Silver Spring, MD						—						—						—						65,074						3,449						61,625						9,747						2016						2018						2201 Colston Drive
Silver Spring, MD						—						6,482						83,642						21,563						6,804						104,883						29,296						2018						1992						3701 International Drive
Silvis, IL						—						880						16,420						1,100						1,166						17,234						6,288						2010						2005						1900 10th Street
Simi Valley, CA						—						3,200						16,664						5,241						3,340						21,765						8,523						2013						2009						190 Tierra Rejada Road
Simi Valley, CA						—						5,510						51,406						12,081						5,510						63,487						20,024						2016						2003						5300 E Los Angeles Avenue
Simi Valley, CA						—						3,084						40,520						804						3,084						41,324						3,880						2022						2021						3110 Royal Avenue
Slough, UK						—						49						5,034						35						49						5,069						452						2024						2009						Forest Close
Solihull, UK						—						4,021						34,337						1						2,794						26,115						12,379						2012						2009						1270 Warwick Road
Solihull, UK						—						—						—						24,922						2,351						22,571						7,638						2018						2009						1270 Warwick Road
Solihull, UK						—						2,656						19,379						11,532						3,602						29,965						10,409						2013						2007						1 Worcester Way
Solihull, UK						—						1,597						9,131						2,805						1,878						11,655						2,887						2015						2016						Warwick Road
Sonning, UK						—						4,198						31,356						17,280						5,705						47,129						17,186						2013						2009						Old Bath Road
Sonoma, CA						—						1,100						18,400						9,142						1,109						27,533						12,981						2005						1988						800 Oregon Street
Sonoma, CA						—						2,820						21,890						6,044						2,820						27,934						8,627						2016						2005						91 Napa Road
South Burlington, VT						—						4,437						20,789						213						4,437						21,002						1,990						2024						2016						465 Quarry Hill Road
South Croydon, UK						—						—						295						1						—						296						10						2024						2011						2 Langley Oaks Avenue
South Haven, MI						—						1,140						7,793						762						1,151						8,544						1,505						2022						2001						706 Kentucky Avenue
South Jordan, UT						—						4,646						42,705						6,010						4,685						48,676						11,606						2020						2015						11289 S Oakmond Road
South Shields, UK						—						—						2,416						22						—						2,438						305						2024						2004						63 Horsley Hill Square
Southampton, PA						—						2,592						14,945						29						2,592						14,974						403						2024						2020						1160 Street Road
Southampton, UK						—						2,785						26,662						14						2,785						26,676						695						2024						2021						123 Barnes Lane
Southampton, UK						—						—						3,425						2						—						3,427						455						2024						2019						2 Southampton Road
Southampton, UK						—						—						7						—						—						7						—						2024						1900						75 The Avenue
Southbourne, UK						—						4,111						31,647						18,562						5,609						48,711						17,883						2013						2008						42 Belle Vue Road
Southlake, TX						—						6,207						56,805						10,996						6,207						67,801						18,441						2019						2008						101 Watermere Drive
Spokane, WA						—						3,200						25,064						6,283						3,200						31,347						12,955						2013						2001						3117 E Chaser Lane
Spokane, WA						—						2,580						25,342						5,346						2,580						30,688						11,909						2013						1999						1110 E Westview Court
Spokane, WA						—						1,334						11,997						1,773						1,336						13,768						1,549						2021						1985						1616 E 30th Avenue
Spokane, WA						17,300						1,968						32,430						46						1,968						32,476						783						2024						2012						12710 N Mill Road
Spokane, WA						—						1,594						28,307						49						1,594						28,356						693						2024						2012						3304 E 44th Avenue
Springdale, AR						—						2,950						28,237						866						2,990						29,063						6,508						2021						1996						5000 Arkanshire Circle
Springfield, IL						—						1,166						18,767						1,270						1,197						20,006						3,280						2021						1990						2601 Montvale Drive
Springfield, MO						—						1,667						17,972						3,000						1,696						20,943						3,099						2021						1987						2900 S Jefferson
St Ives, UK						—						—						3,139						48						—						3,187						412						2024						2014						London Road
St. Paul, MN						—						2,100						33,019						1,151						2,190						34,080						7,835						2015						1996						750 Mississippi River
Stanley, UK						—						—						1,901						81						—						1,982						235						2024						2005						Wear Road
Stanmore, UK						—						148						11,343						82						148						11,425						492						2024						1995						Clamp Hill
Stansted, UK						—						2,353						17,862						48						2,353						17,910						557						2024						2014						Coltsfield
Stephenville, TX						—						1,072						3,464						1,991						1,072						5,455						1,409						2021						1990						2305 Lingleville Highway
Stittsville, ON						—						1,079						15,983						1,862						1,192						17,732						6,144						2013						1996						1340 - 1354 Main Street
Stockton, CA						—						2,280						5,983						5,802						2,372						11,693						4,810						2010						1988						6725 Inglewood
Stonehaven, UK						—						145						2,509						96						145						2,605						191						2024						1998						Kirkton Road
Stowmarket, UK						—						—						2,676						—						—						2,676						339						2024						2015						Bittern Crescent
Stratford-upon-avon, UK						—						2,353						14,455						212						2,353						14,667						474						2024						2013						Evesham Road
Strongsville, OH						8,726						1,128						10,940						654						1,123						11,599						3,307						2019						2017						15100 Howe Road
Strongsville, OH						—						2,577						13,463						1,252						2,578						14,714						2,995						2021						2002						19205 Pearl Road
Stroud, UK						—						—						3,780						19						—						3,799						494						2024						2014						123 Westward Road
Stuart, FL						—						5,276						24,182						1,671						5,276						25,853						5,912						2019						2019						2625 SE Cove Road
Studio City, CA						—						4,006						25,307						3,984						4,128						29,169						10,924						2013						2004						4610 Coldwater Canyon Avenue
Suffield, CT						—						4,439						31,660						4,890						5,048						35,941						8,627						2019						1998						7 Canal Road
Sugar Land, TX						—						960						31,423						3,168						960						34,591						13,823						2011						1996						1221 Seventh Street
Sugar Land, TX						—						4,272						60,493						7,398						4,272						67,891						18,331						2017						2015						744 Brooks Street
Summerville, SC						—						2,175						18,017						834						2,199						18,827						2,894						2021						2017						4015 2nd Avenue
Summerville, SC						—						6,862						75,991						3,229						6,908						79,174						5,444						2023						2022						267 Grand Cypress Road
Summit, NJ						—						3,080						14,152						15,013						3,110						29,135						6,172						2011						2001						41 Springfield Avenue
Sun City West, AZ						—						1,250						21,778						4,045						1,250						25,823						9,600						2012						1998						13810 W Sandridge Drive
Sunninghill, UK						—						11,216						40,724						2,112						11,418						42,634						8,903						2014						2017						Bagshot Road
Sunnyvale, CA						—						5,420						41,682						5,171						5,420						46,853						18,131						2012						2002						1039 E El Camino Real
Sunnyvale, CA						—						15,005						61,543						5,131						15,005						66,674						2,591						2020						2023						581 E Fremont Avenue
Superior, WI						—						1,020						13,735						6,501						1,066						20,190						6,233						2009						2010						1915 N 34th Street
Surrey, BC						4,054						2,596						13,550						8,560						3,488						21,218						8,392						2013						2000						16028 83rd Avenue
Sutton, UK						—						4,088						14,502						2,262						4,157						16,695						3,694						2015						2016						123 Westmead Road
Sutton Coldfield, UK						—						2,844						11,461						1,307						2,848						12,764						2,802						2015						2016						134 Jockey Road
Sutton Coldfield, UK						—						—						3,164						41						—						3,205						418						2024						2018						538 Lichfield Road
Suwanee, GA						—						1,560						11,538						2,043						1,560						13,581						6,080						2012						2000						4315 Johns Creek Parkway
Swartz Creek, MI						—						925						7,524						506						941						8,014						1,254						2022						2017						4276 Kroger Drive
Sway, UK						—						3,109						11,631						6,840						4,207						17,373						5,264						2014						2008						Sway Place
Swift Current, SK						—						428						8,794						2,194						491						10,925						3,572						2013						2001						301 Macoun Drive
Sycamore, IL						—						1,033						11,401						1,320						1,051						12,703						2,173						2021						2003						1440 Somonauk Street
Sylvania, OH						10,686						1,205						11,991						78						1,205						12,069						2,506						2019						2019						4120 King Road
Syracuse, NY						12,103						1,440						11,675						1,723						1,576						13,262						3,220						2019						2011						6715 Buckley Road
Tacoma, WA						—						4,170						73,377						24,404						4,170						97,781						33,426						2016						1987						8201 6th Avenue
Tallahassee, FL						—						1,264						9,652						937						1,264						10,589						1,690						2021						1999						100 John Knox Road
Tallmadge, OH						13,955						1,096						19,504						1,208						1,106						20,702						2,741						2022						2016						73 East Avenue
Tarboro, NC						—						1,643						11,124						5,986						1,739						17,014						9,346						2021						1983						200 Trade Street
Taylor, PA						11,700						1,942						12,011						218						1,960						12,211						2,370						2019						2020						512 Oak Street
Temple, TX						—						—						—						25,853						5,999						19,854						321						2021						1900						8015 W Adams Avenue
Tettenahall, UK						—						2,188						6,636						5,043						2,980						10,887						4,489						2013						2008						73 Wergs Road
Texarkana, TX						—						1,403						7,512						2,038						1,530						9,423						1,793						2021						1999						5415 Cowhorn Creek Road
Thame, UK						—						3,851						13,421						1						3,851						13,422						333						2024						2023						1 Stock Road
The Villages, FL						—						1,268						57,570						24,241						1,268						81,811						5,988						2023						2013						1490 Killingsworth Way
The Woodlands, TX						—						480						12,379						1,690						480						14,069						5,537						2011						1999						7950 Bay Branch Drive
Thorrington, UK						—						—						—						11						—						11						—						2024						2012						Tenpenny Hill
Tipp City, OH						—						1,223						15,421						1,525						1,238						16,931						2,960						2022						2018						8001 Red Buckeye Drive
Toms River, NJ						—						1,610						34,627						4,518						1,716						39,039						13,843						2010						2005						1587 Old Freehold Road
Tonawanda, NY						13,656						1,554						13,332						2,024						1,636						15,274						3,746						2019						2011						300 Fries Road
Tonawanda, NY						14,230						2,460						12,564						2,217						2,463						14,778						3,781						2019						2009						285 Crestmount Avenue
Topeka, KS						—						260						12,712						512						260						13,224						4,464						2012						2011						1931 SW Arvonia Place
Toronto, ON						3,582						1,037						5,154						937						1,005						6,123						2,207						2013						1982						25 Centennial Park Road
Toronto, ON						—						3,145						30,301						4,234						3,393						34,287						12,343						2013						1973						1055 and 1057 Don Mills Road
Toronto, ON						—						4,906						49,477						6,121						5,129						55,375						22,171						2013						1988						8 the Donway E
Toronto, ON						—						1,872						18,289						7,059						1,933						25,287						6,058						2015						1999						4251 Dundas Street W
Toronto, ON						27,404						4,747						38,533						7,983						4,966						46,297						16,200						2015						1964						10 William Morgan Drive
Toronto, ON						—						2,302						7,029						4,803						2,663						11,471						3,202						2015						1971						123 Spadina Road
Torrance, CA						—						3,497						73,138						1,378						3,519						74,494						15,870						2016						2016						25535 Hawthorne Boulevard
Traverse City, MI						—						1,042						26,327						2,993						1,074						29,288						5,127						2021						2001						3950 Sumac Drive
Tring, UK						—						—						7						—						—						7						—						2024						1900						Land at Morningside Farm
Trinity, FL						—						5,050						38,502						324						5,050						38,826						2,153						2024						1900						1900 Blue Fox Way
Troy, NY						—						1,787						14,123						2,741						1,777						16,874						2,459						2021						1997						59 Harris Road
Tuckahoe, NY						—						9,298						30,934						3,848						9,350						34,730						5,833						2021						1999						1 Rivervue Place
Tucson, AZ						—						830						6,179						8,368						830						14,547						5,647						2012						1997						5660 N Kolb Road
Tucson, AZ						—						6,978						78,932						8,046						7,164						86,792						25,261						2021						1987						2001 W Rudasill Road
Tulsa, OK						—						1,330						21,285						3,238						1,448						24,405						12,646						2010						1986						8887 S Lewis Avenue
Tulsa, OK						—						1,320						10,087						394						1,320						10,481						3,731						2011						2012						7902 S Mingo Road E
Tulsa, OK						12,070						1,752						28,421						305						1,752						28,726						6,130						2017						2014						701 W 71st Street S
Tulsa, OK						—						3,161						14,219						796						3,201						14,975						3,044						2021						2005						7401 Riverside Drive
Tulsa, OK						—						3,053						15,596						3,093						3,053						18,689						2,766						2023						2017						10802 E 81st Street
Turlock, CA						—						2,266						13,002						3,268						2,266						16,270						4,170						2019						2001						3791 Crowell Road
Tuscola, IL						—						477						5,582						644						633						6,070						1,128						2021						2004						1106 E Northline Road
Twickenham, UK						—						—						854						360						—						1,214						112						2024						2004						Vicarage Road
Twinsburg, OH						8,366						1,042						8,396						650						1,049						9,039						2,683						2019						2016						3092 Kendal Lane
Tyler, TX						—						650						5,268						2,461						650						7,729						2,924						2006						2007						5550 Old Jacksonville Highway
Tyler, TX						—						1,306						10,515						2,568						1,383						13,006						2,278						2021						1998						506 Rice Road
Union, KY						—						—						—						34,604						2,283						32,321						4,459						2018						2020						9255 US-42
Upland, CA						—						3,160						42,596						1,108						3,160						43,704						12,147						2015						2014						2419 N Euclid Avenue
Upper Providence, PA						—						1,900						28,195						1,298						1,909						29,484						7,522						2013						2015						1133 Black Rock Road
Upper St Claire, PA						—						1,102						13,455						3,036						1,256						16,337						6,444						2013						2005						500 Village Drive
Urbandale, IA						—						1,758						5,514						1,732						1,758						7,246						1,907						2021						2012						8525 Urbandale Avenue
Utica, NY						—						2,596						36,067						2,434						2,596						38,501						5,360						2022						2018						1 Patriot Circle
Vacaville, CA						—						900						17,100						8,480						900						25,580						12,181						2005						1987						799 Yellowstone Drive
Vallejo, CA						—						4,000						18,000						10,014						4,030						27,984						13,078						2005						1989						350 Locust Drive
Vallejo, CA						—						2,330						15,407						2,742						2,330						18,149						7,726						2010						1990						2261 Tuolumne
Vancouver, WA						—						1,820						19,042						3,504						1,821						22,545						8,971						2010						2006						10011 NE 118th Avenue
Vancouver, WA						—						1,406						14,328						2,946						1,406						17,274						3,332						2020						2001						201 NW 78th Street
Vancouver, WA						—						4,783						97,858						16,457						4,783						114,315						19,961						2022						2001						5500 NE 82nd Avenue
Vancouver, WA						—						5,188						101,400						14,964						5,188						116,364						19,659						2022						2008						415 SE 177th Avenue
Vancouver, WA						—						1,477						22,773						980						1,477						23,753						2,593						2022						2015						5300 NE 82nd Avenue
Vancouver, WA						31,283						3,512						44,776						—						3,512						44,776						387						2024						2020						10500 NE 51st Circle
Vancouver, BC						—						6,690						6,038						3,378						6,960						9,146						6,348						2015						1974						2803 W 41st Avenue
Vancouver, BC						—						—						—						64,928						10,184						54,744						658						2017						1900						6325 Clarendon Street
Vandalia, IL						—						800						5,334						524						834						5,824						1,334						2021						2003						1607 W Fillmore Street
Vaudreuil, QC						5,957						1,694						12,998						2,920						1,776						15,836						5,163						2015						1975						333 Rue Querbes
Venice, FL						—						13,646						102,226						505						13,757						102,620						16,666						2021						2019						19600 Floridian Club Drive
Venice, FL						—						1,150						10,674						1,014						1,150						11,688						4,566						2008						2009						1600 Center Road
Vernon, BC						29,092						3,593						40,407						4,154						3,675						44,479						6,328						2022						2018						1800 58th Avenue
Vero Beach, FL						—						2,930						40,070						28,999						2,930						69,069						34,962						2007						2003						7955 16th Manor
Vero Beach, FL						—						1,256						11,204						377						1,256						11,581						1,914						2021						2007						4150 Indian River Boulevard
Vero Beach, FL						—						3,580						31,735						6,496						4,290						37,521						4,802						2021						2005						910 Regency Square
Victoria, BC						4,482						2,056						12,988						6,411						2,773						18,682						7,271						2013						1974						3000 Shelbourne Street
Victoria, BC						—						2,651						11,358						5,949						3,562						16,396						6,586						2013						1988						3051 Shelbourne Street
Victoria, BC						—						2,275						14,129						2,790						2,405						16,789						4,708						2015						1990						3965 Shelbourne Street
Ville de Sainte-Marie, QC						9,090						3,777						25,122						6,292						3,671						31,520						3,209						2023						2006						46 Avenue du Bocage
Ville de Saint-Georges, QC						—						2,962						19,572						6,353						2,763						26,124						2,632						2023						1986						1020 175e Street
Virginia Water, UK						—						5,286						22,268						15,962						5,482						38,034						18,328						2012						2002						Christ Church Road
Visalia, CA						—						868						16,855						3,755						913						20,565						3,834						2021						1987						4119 W Walnut Avenue
Voorhees, NJ						—						3,700						24,312						3,736						3,883						27,865						9,500						2012						2013						311 Route 73
Waco, TX						—						1,383						11,020						2,301						1,418						13,286						2,119						2021						1997						3209 Village Green Drive
Waco, TX						—						1,755						8,435						289						1,755						8,724						1,362						2024						2016						5317 Speegleville Road
Waconia, MN						—						890						14,726						5,197						988						19,825						6,607						2011						2005						500 Cherry Street
Wall, NJ						—						1,650						25,350						5,422						1,749						30,673						10,665						2011						2003						2021 Highway 35
Walla Walla, WA						—						1,414						2,399						838						1,415						3,236						731						2021						1987						1400 Dalles Military Road
Walla Walla, WA						9,435						1,207						20,579						9						1,207						20,588						517						2024						2011						1706 Fairway Drive
Walnut Creek, CA						—						3,700						12,467						4,858						3,826						17,199						7,647						2013						1998						2175 Ygnacio Valley Road
Walnut Creek, CA						—						10,320						100,890						25,481						10,469						126,222						38,400						2016						1988						1580 Geary Road
Walnut Creek, CA						—						7,167						107,732						15,856						7,224						123,531						19,026						2022						1991						1700 Tice Valley Boulevard
Walnut Creek, CA						—						4,243						—						—						4,243						—						—						2022						1900						1700 Tice Valley Boulevard
Wandsworth, UK						—						—						—						71,267						22,760						48,507						6,753						2017						2020						94 North Side Wandsworth Common
Wantage, UK						—						3,890						19,807						15						3,890						19,822						160						2024						1900						3 Buttercup Road
Ware, UK						—						—						3,982						11						—						3,993						515						2024						2017						Baldock Street
Warminster, PA						—						3,599						43,315						96						3,599						43,411						757						2024						2021						945 York Road
Warner Robins, GA						—						4,277						57,330						1,105						4,289						58,423						2,886						2023						2023						91 Bass Road
Warsaw, NY						—						2,148						8,452						1,018						2,308						9,310						1,750						2022						2019						5378 Conable Way
Washington, DC						—						4,000						69,154						302						4,021						69,435						21,719						2013						2004						5111 Connecticut Avenue NW
Washington Court House, OH						—						228						2,408						513						230						2,919						464						2021						1995						500 Glenn Avenue
Watchung, NJ						—						1,920						24,880						7,228						2,225						31,803						10,296						2011						2000						680 Mountain Boulevard
Waterford, MI						—						988						13,206						2,452						1,022						15,624						2,720						2021						1999						900 N Cass Lake Road
Waterlooville, UK						—						—						4,094						8						—						4,102						546						2024						2018						Portsmouth Road
Waterville, OH						—						2,574						44,647						1,644						2,634						46,231						7,138						2020						2018						1470 Pray Boulevard
Waukee, IA						—						1,870						31,878						2,212						1,903						34,057						10,932						2012						2007						1650 SE Holiday Crest Circle
Waxahachie, TX						—						650						5,763						2,434						650						8,197						2,961						2007						2008						1329 Brown Street
Wayland, MA						—						1,207						27,462						2,697						1,467						29,899						11,736						2013						1997						285 Commonwealth Road
Weatherford, TX						—						660						5,261						2,400						660						7,661						2,777						2006						2007						1818 Martin Drive
Webster, TX						—						3,359						25,411						291						3,359						25,702						2,458						2024						2017						14520 TX-3
Webster Groves, MO						—						1,790						15,425						3,271						1,846						18,640						7,558						2011						2012						45 E Lockwood Avenue
Wellesley, MA						—						4,690						77,462						6,650						4,690						84,112						23,846						2015						2012						23 & 27 Washington Street
Wellesley, MA						—						—						—						13,200						13,200						—						—						2021						1900						200 Pond Road
Wells Branch, TX						18,482						5,477						17,668						5						5,477						17,673						478						2024						2016						14508 Owen-Tech Boulevard
Wentzville, MO						—						2,489						34,358						7,585						2,675						41,757						3,498						2023						2019						110 Perry Cate Boulevard
Wesley Chapel, FL						—						—						—						14,240						2,424						11,816						31						2022						1900						Bruce B Downs Boulevard
West Babylon, NY						—						3,960						47,085						3,571						4,062						50,554						17,746						2013						2003						580 Montauk Highway
West Bend, WI						—						620						17,790						556						641						18,325						6,145						2010						2011						2130 Continental Drive
West Bloomfield, MI						—						1,040						12,300						1,490						1,251						13,579						5,086						2013						2000						7005 Pontiac Trail
West Chester Township, OH						—						2,319						47,857						1,741						2,319						49,598						7,730						2020						2019						7129 Gilmore Road
West Drayton, UK						—						35						5,018						46						35						5,064						358						2024						2004						The Green
West Drayton, UK						—						—						—						14						—						14						—						2024						2000						Mill Road
West End, UK						—						2,887						12,090						1,017						2,936						13,058						2,720						2016						2017						12 Streets Heath, West End
West Hills, CA						—						2,600						7,521						3,538						2,658						11,001						4,765						2013						2002						9012 Topanga Canyon Road
West Kelowna, BC						22,294						3,435						29,805						3,430						3,513						33,157						4,492						2022						2005						2505 Ingram Road
West Seneca, NY						8,589						1,432						6,684						1,511						1,313						8,314						2,240						2019						2000						1187 Orchard Park Drive
West Seneca, NY						8,812						1,323						7,547						886						1,060						8,696						2,135						2019						2007						2341 Union Road
West Vancouver, BC						12,949						5,083						20,273						14,885						6,822						33,419						11,706						2013						1987						2095 Marine Drive
Westbourne, UK						—						4,047						30,809						20,057						5,512						49,401						20,020						2013						2006						16-18 Poole Road
Westbury-on-Trym, UK						—						2,262						24,348						19						2,262						24,367						616						2024						2019						Southmead Road
Westerville, OH						—						1,257						9,550						455						1,267						9,995						1,386						2022						2013						865 Maxtown Road
Westerville, OH						19,875						1,908						29,363						478						1,922						29,827						2,315						2023						2012						730 N Spring Road
Westfield, MA						—						3,406						29,114						15,163						4,316						43,367						3,234						2023						2013						551 North Road
Westford, MA						—						1,440						32,607						1,195						1,468						33,774						9,582						2015						2013						108 Littleton Road
Westworth Village, TX						—						2,060						31,296						229						2,060						31,525						8,335						2014						2014						25 Leonard Trail
Weymouth, MA						—						7,688						71,023						12						7,688						71,035						2,395						2021						2023						1435 Main Street
Weymouth, UK						—						1,943						12,413						5,996						2,629						17,723						5,053						2014						2013						Cross Road
Wheatfield, NY						—						1,357						9,601						1,645						1,480						11,123						1,790						2022						2008						3979 Forest Park Way
White Marsh, MD						—						—						—						10,187						10,187						—						—						2021						1900						8110 Perry Hall Boulevard
White Oak, MD						—						2,304						24,768						3,479						2,463						28,088						10,581						2013						2002						11621 New Hampshire Avenue
Whitehall, MI						—						1,645						6,789						54						1,645						6,843						1,348						2020						2012						6827 Whitehall Road
Whitesboro, NY						11,639						1,630						12,001						1,567						1,711						13,487						3,245						2019						2015						4770 Middle Settlement Road
Whitstable, UK						—						—						3,600						2						—						3,602						477						2024						2019						Thanet Way
Wichita, KS						—						1,400						11,000						900						1,400						11,900						7,916						2006						1997						505 N Maize Road
Wichita, KS						—						630						19,747						1,560						630						21,307						6,944						2012						2009						2050 N Webb Road
Wichita, KS						—						900						10,134						721						900						10,855						3,872						2011						2012						10600 E 13th Street N
Willoughby, OH						11,514						1,309						10,540						897						1,315						11,431						2,707						2019						2016						35100 Chardon Road
Wilmington, DE						—						1,040						23,338						2,943						1,326						25,995						9,982						2013						2004						2215 Shipley Street
Wilmington, NC						—						1,538						28,202						746						1,608						28,878						3,067						2021						1991						1402 Hospital Plaza Drive
Wilmington, NC						25,583						6,427						35,832						1,654						6,656						37,257						2,331						2023						2017						7220 Myrtle Grove Road
Wilmington, NC						—						7,974						93,012						53,803						10,556						144,233						9,562						2023						2016						630 Carolina Bay Drive
Wilmslow, UK						—						—						—						7						—						7						—						2024						1900						107 Manchester Road
Wimbledon, UK						—						—						—						25,198						7,550						17,648						4,707						2015						2016						6 Victoria Drive
Winchester, UK						—						4,470						21,872						12,920						6,098						33,164						12,630						2012						2010						Stockbridge Road
Windsor, UK						—						—						3,869						19						—						3,888						514						2024						2018						Helston Lane
Windsor, UK						—						—						623						120						—						743						78						2024						2007						1 Dedworth Road
Winnipeg, MB						—						1,172						19,965						4,160						1,473						23,824						7,952						2013						1988						3161 Grant Avenue
Winnipeg, MB						9,018						1,210						14,340						4,444						1,284						18,710						5,647						2015						1999						125 Portsmouth Boulevard
Witney, UK						—						—						2,341						10						—						2,351						356						2024						2019						Curbridge Road
Woking, UK						—						—						888						14						—						902						100						2024						2003						Kingfield Road
Woodbury, NJ						—						2,210						22,633						403						2,210						23,036						2,008						2024						1900						122-124 Green Avenue
Woodbury, MN						—						1,317						20,935						660						1,381						21,531						4,674						2017						2015						2195 Century Avenue S
Woodland Hills, CA						—						3,400						20,478						4,044						3,456						24,466						8,886						2013						2005						20461 Ventura Boulevard
Wooster, OH						13,374						1,560						22,555						2,213						1,616						24,712						3,748						2022						2014						939 Portage Road
Worcester, UK						—						—						4,382						26						—						4,408						582						2024						2014						Charles Hastings Way
Wyoming, MI						—						3,373						25,319						3,174						3,611						28,255						5,485						2021						1999						2380 Aurora Pond Drive SW
Yakima, WA						—						1,104						10,707						2,529						1,210						13,130						1,396						2021						1988						620 N 34th Avenue
Yardley, PA						—						2,832						34,900						96						2,832						34,996						830						2024						2020						255 Oxford Valley Road
Yate, UK						—						3,404						21,276						—						3,404						21,276						173						2024						1900						Fletcher Road
Yonkers, NY						—						3,962						50,107						3,631						4,074						53,626						19,297						2013						2005						65 Crisfield Street
York, UK						—						4,564						32,847						118						4,564						32,965						423						2024						2017						Bishopthorpe Road
Yorkton, SK						2,031						438						8,294						1,714						436						10,010						3,219						2013						2001						94 Russell Drive
Zionsville, IN						—						—						—						26,480						1,625						24,855						8,936						2010						2009						11755 N Michigan Road
Zionsville, IN						—						2,162						33,238						548						2,164						33,784						4,010						2021						2018						6800 Central Boulevard
Seniors Housing Operating Total						$	2,042,580					$	2,691,130					$	23,420,021					$	6,501,381					$	3,197,957					29,362,814						$	6,807,019

134

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Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2024
(Dollars in thousands)												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Triple-net:
Abilene, TX						$	—					$	950					$	20,987					$	12,023					$	950					$	33,010					$	7,768					2014						1998						6565 Central Park Boulevard
Abilene, TX						—						990						8,187						1,405						990						9,592						2,605						2014						1985						1250 E N 10th Street
Akron, OH						—						633						3,003						—						633						3,002						545						2018						1999						171 N Cleveland Massillon Road
Alexandria, VA						—						2,452						6,829						—						2,452						6,826						1,197						2018						1964						1510 Collingwood Road
Alhambra, CA						—						600						6,305						8,984						600						15,289						4,461						2011						1923						1118 N Stoneman Avenue
Allen Park, MI						—						1,767						5,027						—						1,767						5,025						891						2018						1960						9150 Allen Road
Allentown, PA						—						494						11,849						—						494						11,848						2,050						2018						1995						5151 Hamilton Boulevard
Allentown, PA						—						1,491						4,823						—						1,491						4,822						876						2018						1988						1265 Cedar Crest Boulevard
Alridge, UK						—						964						6,974						1,953						1,202						8,689						2,303						2015						2015						Little Aston Road
Ann Arbor, MI						—						2,172						11,127						—						2,172						11,123						2,078						2018						1997						4701 E Huron River Drive
Annandale, VA						—						1,687						18,980						—						1,687						18,979						3,213						2018						2002						7104 Braddock Road
Ansted, WV						12,521						—						—						25,414						697						24,717						891						2011						1982						96 Tyree Street, P.O. Box 400
Arlington, VA						—						4,016						8,801						—						4,016						8,801						1,520						2018						1976						550 S Carlin Springs Road
Asheboro, NC						—						290						5,032						485						290						5,517						2,931						2003						1998						514 Vision Drive
Asheville, NC						—						204						3,489						284						204						3,773						2,351						1999						1999						4 Walden Ridge Drive
Asheville, NC						—						280						1,955						850						280						2,805						1,422						2003						1992						308 Overlook Road
Atchison, KS						—						140						5,610						24						140						5,634						1,432						2015						2001						1301 N 4th Street
Austin, TX						—						1,691						5,006						—						1,691						5,006						1,154						2018						2000						11630 Four Iron Drive
Avon, IN						—						900						19,444						—						900						19,444						5,669						2014						2013						10307 E County Road 100 N
Avon, CT						—						2,132						7,627						—						2,132						7,624						1,612						2018						2000						100 Fisher Drive
Azusa, CA						—						570						3,141						8,014						570						11,155						5,406						1998						1953						125 W Sierra Madre Avenue
Baldwin City, KS						—						190						4,810						58						190						4,868						1,272						2015						2000						321 Crimson Avenue
Ballymena, UK						—						501						8,009						323						479						8,354						503						2023						2000						28 Broughshane Road
Ballymena, UK						—						565						4,724						620						540						5,369						364						2023						2023						28 Broughshane Road
Baltimore, MD						—						4,306						4,305						—						4,306						4,303						814						2018						1978						6600 Ridge Road
Baltimore, MD						—						3,069						3,150						—						3,069						3,148						633						2018						1996						4669 Falls Road
Banbridge, UK						—						1,034						6,984						2						1,035						6,985						532						2023						2013						23 Bannview Road
Barberton, OH						—						1,307						9,313						—						1,307						9,310						1,599						2018						1979						85 Third Street
Bartlesville, OK						—						100						1,380						56						100						1,436						1,023						1996						1995						5420 SE Adams Boulevard
Bay City, MI						—						633						2,620						—						633						2,619						514						2018						1968						800 Mulholland Street
Bedford, NH						18,070						—						—						16,876						1,103						15,773						697						2011						1978						25 Ridgewood Road
Belfast, UK						—						1,096						6,231						10						1,048						6,289						500						2023						2015						420 Crumlin Road
Belfast, UK						—						149						6,431						8						142						6,446						348						2023						2020						420 Crumlin Road
Belfast, UK						—						839						4,825						8						802						4,870						385						2023						2010						250 Ballygomartin Road
Belfast, UK						—						799						19,659						26						763						19,721						1,122						2023						2021						375 N Queen Street
Belmont, CA						—						3,000						23,526						2,148						3,000						25,674						10,912						2011						1971						1301 Ralston Avenue
Belvidere, NJ						—						2,001						26,191						291						2,001						26,482						5,028						2019						2009						1 Brookfield Court
Benbrook, TX						—						1,550						13,553						3,034						1,550						16,587						5,361						2011						1984						4242 Bryant Irvin Road
Berkeley, CA						—						3,050						32,677						5,232						3,050						37,909						11,655						2016						1966						2235 Sacramento Street
Bethel Park, PA						—						1,700						16,007						19						1,700						16,026						6,703						2007						2009						5785 Baptist Road

(Dollars in thousands)												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Triple-net:
Bethesda, MD						—						2,218						6,871						—						2,218						6,869						1,164						2018						1974						6530 Democracy Boulevard
Bethlehem, PA						—						1,191						16,892						—						1,191						16,887						2,783						2018						1979						2021 Westgate Drive
Bethlehem, PA						—						1,143						13,592						—						1,143						13,588						2,252						2018						1982						2029 Westgate Drive
Beverly Hills, CA						—						6,000						13,385						740						6,000						14,125						3,530						2014						2000						220 N Clark Drive
Bexleyheath, UK						—						2,987						8,609						3,178						3,806						10,968						2,936						2014						1996						35 West Street
Biggleswade, UK						—						4,296						15,507						—						4,296						15,507						169						2024						1900						Delius Court
Bingham Farms, MI						—						781						15,676						—						781						15,675						2,678						2018						1999						24005 W 13 Mile Road
Bloomington, IN						—						670						17,423						—						670						17,423						4,627						2015						2015						363 S Fieldstone Boulevard
Bluefield, VA						7,521						—						—						17,077						894						16,183						605						2011						1990						Westwood Medical Park
Boca Raton, FL						—						2,200						4,976						—						2,200						4,974						1,107						2018						1994						7225 Boca Del Mar Drive
Boca Raton, FL						—						2,826						4,063						—						2,826						4,061						808						2018						1984						375 NW 51st Street
Boulder, CO						—						3,601						21,371						—						3,601						21,364						3,905						2018						1990						2800 Palo Parkway
Bournemouth, UK						—						2,548						16,946						—						2,445						17,049						2,755						2019						2017						Poole Lane
Boynton Beach, FL						—						2,138						10,204						—						2,138						10,201						1,907						2018						1991						3600 Old Boynton Road
Boynton Beach, FL						—						2,804						14,226						—						2,804						14,222						2,428						2018						1984						3001 S Congress Avenue
Bracknell, UK						—						3,931						10,946						—						4,006						10,871						2,116						2014						2017						Crowthorne Road N
Bradenton, FL						—						252						3,298						44						252						3,342						2,454						1996						1995						6101 Pointe W Boulevard
Bradenton, FL						—						2,562						19,717						8						2,562						19,725						881						2023						2000						6305 Cortez Road W
Bradenton, FL						—						1,551						13,517						5						1,551						13,522						606						2023						1996						105 15th Street E
Bradenton, FL						—						507						4,424						2						507						4,426						198						2023						1996						105 15th Street E
Braintree, UK						—						—						9,972						3,522						—						13,494						3,678						2014						2009						Meadow Park Tortoiseshell Way
Brandon, FL						—						2,378						17,414						6						2,378						17,420						785						2023						1997						1465 Oakfield Drive
Brandon, FL						—						2,186						16,256						7						2,186						16,263						724						2023						1991						702 S Kings Avenue
Brecksville, OH						—						990						19,353						614						990						19,967						5,586						2014						2011						8757 Brecksville Road
Brick, NJ						—						1,290						25,247						1,823						1,290						27,070						9,682						2011						2000						458 Jack Martin Boulevard
Bridgewater, NJ						—						1,800						31,810						2,416						1,800						34,226						12,201						2011						2001						680 US-202/206 N
Brooks, AB						—						296						3,901						930						361						4,766						1,307						2014						2000						951 Cassils Road W
Brooksville, FL						—						2,281						18,506						6						2,281						18,512						810						2023						1997						12170 Cortez Boulevard
Brooksville, FL						—						1,943						14,550						5						1,943						14,555						644						2023						1982						1445 Howell Avenue
Bucyrus, OH						—						1,119						2,612						—						1,119						2,611						549						2018						1976						1170 W Mansfield Street
Burleson, TX						—						670						13,985						3,135						670						17,120						5,778						2011						1988						300 Huguley Boulevard
Burlington, NC						—						280						4,297						849						280						5,146						2,780						2003						2000						3619 S Mebane Street
Burlington, NC						—						460						5,467						365						460						5,832						3,075						2003						1997						3615 S Mebane Street
Burnaby, BC						—						6,007						10,909						3,720						7,325						13,311						3,679						2014						2006						7195 Canada Way
Calgary, AB						—						1,845						33,700						7,861						2,250						41,156						10,993						2014						1971						1729-90th Avenue SW
Calgary, AB						—						3,600						55,314						12,936						4,390						67,460						17,915						2014						2001						500 Midpark Way SE
Callaway, FL						—						1,464						10,637						4						1,464						10,641						474						2023						1981						626 N Tyndall Parkway
Camp Hill, PA						—						517						3,597						—						517						3,596						635						2018						1970						1700 Market Street
Canton, OH						—						300						2,098						348						300						2,446						1,437						1998						1998						1119 Perry Drive NW
Canton, MI						—						1,399						16,971						—						1,399						16,966						2,890						2018						2005						7025 Lilley Road
Cape Coral, FL						—						530						3,281						35						530						3,316						1,945						2002						2000						911 Santa Barbara Boulevard
Cape Coral, FL						—						1,802						14,467						5						1,802						14,472						642						2023						1987						216 Santa Barbara Boulevard
Carlisle, PA						—						978						8,207						—						978						8,204						1,487						2018						1987						940 Walnut Bottom Road
Carmel, IN						—						1,700						19,491						1						1,700						19,492						5,275						2015						2015						12315 Pennsylvania Street
Carrollton, TX						—						2,010						19,549						266						2,010						19,815						4,410						2014						2016						2645 E Trinity Mills Road
Cary, NC						—						1,500						4,350						2,012						1,500						6,362						3,644						1998						1996						111 Macarthur
Castleton, IN						—						920						15,137						—						920						15,137						4,593						2014						2013						8405 Clearvista Lake
Cedar Grove, NJ						6,220						—						—						26,519						1,671						24,848						732						2011						1964						25 E Lindsley Road
Cedar Rapids, IA						—						596						9,354						16						614						9,352						1,564						2018						1965						1940 1st Avenue NE
Centerville, OH						—						920						3,960						—						920						3,958						1,025						2018						1997						1001 E Alex Bell Road
Chagrin Falls, OH						—						832						10,841						—						832						10,837						1,933						2018						1999						8100 E Washington Street
Chambersburg, PA						—						1,373						8,864						—						1,373						8,862						1,662						2018						1976						1070 Stouffer Avenue
Chapel Hill, NC						—						354						2,646						1,663						354						4,309						2,134						2002						1997						100 Lanark Road
Chatham, VA						—						320						14,039						300						320						14,339						4,138						2014						2009						100 Rorer Street
Cherry Hill, NJ						—						1,416						9,874						—						1,416						9,871						1,833						2018						1997						2700 Chapel Avenue W
Chester, VA						—						1,320						18,127						532						1,320						18,659						5,305						2014						2009						12001 Iron Bridge Road
Chevy Chase, MD						—						4,515						8,688						—						4,515						8,685						1,518						2018						1964						8700 Jones Mill Road
Chickasha, OK						—						85						1,395						91						85						1,486						1,030						1996						1996						801 Country Club Road
Chillicothe, OH						—						1,145						8,997						—						1,145						8,994						1,561						2018						1977						1058 Columbus Street
Cincinnati, OH						—						912						14,014						—						912						14,013						2,470						2018						2000						6870 Clough Pike
Citrus Heights, CA						—						5,207						31,725						—						5,207						31,715						5,260						2018						1988						7807 Upland Way
Clarksville, TN						—						330						2,292						27						330						2,319						1,540						1998						1998						2183 Memorial Drive
Clayton, NC						—						520						15,733						183						520						15,916						4,354						2014						2013						84 Johnson Estate Road
Clearwater, FL						—						1,149						7,762						3						1,149						7,765						416						2023						1990						1980 Sunset Point Road
Clevedon, UK						—						2,128						12,695						5,235						2,880						17,178						4,680						2014						1994						18/19 Elton Road
Clifton, NJ						—						3,881						34,941						281						3,881						35,222						4,306						2021						2021						782 Valley Road
Cobham, UK						—						7,161						18,247						9,907						9,953						25,362						7,572						2013						2013						Redhill Road
Colorado Springs, CO						—						4,280						62,168						—						4,280						62,168						14,927						2015						2008						1605 Elm Creek View
Colorado Springs, CO						—						1,730						25,493						693						1,730						26,186						6,710						2016						2016						2818 Grand Vista Circle
Columbia, TN						—						341						2,295						—						341						2,295						1,536						1999						1999						5011 Trotwood Avenue
Columbia, SC						—						1,699						2,320						—						1,699						2,319						449						2018						1968						2601 Forest Drive
Concord, NC						—						550						3,921						741						550						4,662						2,429						2003						1997						2452 Rock Hill Church Road
Concord, NH						12,408						—						—						12,657						476						12,181						469						2011						1972						20 Maitland Street
Congleton, UK						—						1,622						4,079						1,561						2,066						5,196						1,394						2014						1994						Rood Hill
Connor, UK						—						526						3,621						5						503						3,649						271						2023						2000						2-6 Carncome Road
Connor, UK						—						340						2,344						5						325						2,364						176						2023						2022						2-6 Carncome Road
Corby, UK						—						1,264						5,293						89						1,136						5,510						1,139						2017						1997						25 Rockingham Road
Costa Mesa, CA						—						2,050						19,969						1,130						2,050						21,099						8,941						2011						1965						350 W Bay Street
Crawfordsville, IN						—						720						17,239						1,426						720						18,665						5,490						2014						2013						517 Concord Road
Crestview, FL						—						2,139						17,281						6						2,139						17,287						753						2023						2000						500 Hospital Drive
Cumberland, RI						—						—						—						5,324						1,696						3,628						237						2011						1975						100 Chambers Street
Dallastown, PA						—						1,377						16,802						—						1,377						16,797						2,965						2018						1979						100 W Queen Street
Danbury, CT						—						3,751						14,990						—						3,751						14,990						357						2024						1959						33 Lincoln Avenue
Danville, VA						—						410						3,954						1,097						410						5,051						2,683						2003						1998						149 Executive Court
Danville, VA						—						240						8,436						1,352						240						9,788						2,699						2014						1996						508 Rison Street
Daphne, AL						—						2,880						8,670						1,029						2,880						9,699						3,242						2012						2001						27440 County Road 13
Davenport, IA						—						566						2,017						686						566						2,703						393						2018						1966						815 E Locust Street
Davenport, IA						—						910						20,043						1,012						910						21,055						3,487						2018						2008						3800 Commerce Boulevard
Dayton, OH						—						1,188						5,414						—						1,188						5,412						1,019						2018						1977						1974 N Fairfield Road
Dearborn Heights, MI						—						1,197						3,396						—						1,197						3,394						703						2018						1964						26001 Ford Road
Decatur, GA						—						1,413						13,800						—						1,413						13,796						2,265						2018						1977						2722 N Decatur Road
Delray Beach, FL						—						1,158						13,576						—						1,158						13,572						2,410						2018						1998						16150 Jog Road
Delray Beach, FL						—						2,125						11,844						—						2,125						11,840						2,163						2018						1998						16200 Jog Road
Deltona, FL						—						2,095						16,042						—						2,095						16,042						882						2023						1983						1851 Elkcam Boulevard
Denver, CO						—						3,222						24,811						—						3,222						24,804						4,091						2018						1988						290 S Monaco Parkway
Downend, UK						—						—						—						20,964						4,016						16,948						5,026						2015						2017						339 Badminton Road
Droitwich, UK						—						—						—						15,010						3,569						11,441						1,409						2018						2020						Former Spring Meadows Ph, Mulberry Tree Hill
Dublin, OH						—						1,393						2,912						—						1,393						2,911						625						2018						2014						4075 W Dublin-Granville Road
Dubuque, IA						—						568						8,902						—						568						8,902						1,492						2018						1971						901 W Third Street
Dunedin, FL						—						1,883						13,329						—						1,883						13,325						2,246						2018						1983						870 Patricia Avenue
Dunedin, FL						—						1,151						8,978						4						1,151						8,982						412						2023						1982						1061 Virginia Street
Dunedin, FL						—						445						1,275						1						445						1,276						92						2023						1982						1059 Virginia Street
Dunmurry, Belfast, UK						—						1,042						5,933						—						996						5,979						475						2023						2005						299 Kingsway
Durham, NC						—						1,476						10,659						3,721						1,476						14,380						13,081						1997						1999						4434 Ben Franklin Boulevard
East Brunswick, NJ						—						1,380						34,229						1,511						1,380						35,740						12,481						2011						1998						606 Cranbury Road
Eastbourne, UK						—						3,053						18,328						7,551						4,132						24,800						6,670						2014						1999						Carew Road
Easton, PA						—						1,109						7,502						—						1,109						7,502						1,722						2018						2015						4100 Freemansburg Avenue
Easton, PA						—						1,430						13,400						—						1,430						13,396						2,375						2018						1981						2600 Northampton Street
Easton, PA						—						1,620						10,052						—						1,620						10,049						2,104						2018						2000						4100 Freemansburg Avenue
Eatontown, NJ						17,735						—						—						36,464						5,102						31,362						2,132						2011						1996						3 Industrial Way E
Eden, NC						—						390						4,877						351						390						5,228						2,791						2003						1998						314 W Kings Highway
Edmond, OK						—						1,810						14,849						3,990						1,810						18,839						5,045						2014						1985						1225 Lakeshore Drive
Edmond, OK						—						1,650						25,167						1,740						1,650						26,907						5,719						2014						2017						2709 E Danforth Road
Elizabeth City, NC						—						200						2,760						2,998						200						5,758						3,085						1998						1999						400 Hastings Lane
Elk Grove Village, IL						—						1,344						7,076						—						1,344						7,073						1,312						2018						1995						1940 Nerge Road Elk
Elk Grove Village, IL						—						3,733						18,751						—						3,733						18,745						3,076						2018						1988						1920 Nerge Road
Encinitas, CA						—						1,460						7,721						2,250						1,460						9,971						6,536						2000						1988						335 Saxony Road
Englewood, FL						—						1,832						14,851						6						1,832						14,857						652						2023						1983						1111 Drury Lane
Escondido, CA						—						1,520						24,024						1,393						1,520						25,417						10,393						2011						1987						1500 Borden Road
Everett, WA						—						1,400						5,476						1,166						1,400						6,642						3,628						1999						1999						2015 Lake Heights Drive
Exton, PA						—						3,600						27,267						342						3,600						27,609						5,737						2017						2018						501 Thomas Jones Way
Fair Lawn, NJ						11,648						—						—						31,542						3,771						27,771						1,152						2011						1962						12-15 Saddle River Road
Fairfax, VA						—						1,827						17,309						—						1,827						17,308						3,096						2018						1997						12469 Lee Jackson Memorial Highway
Fairfax, VA						—						4,099						17,614						—						4,099						17,614						3,083						2018						1990						12475 Lee Jackson Memorial Highway
Fairhope, AL						—						570						9,119						460						570						9,579						3,198						2012						1987						50 Spring Run Road
Fall River, MA						—						620						5,829						4,856						620						10,685						6,977						1996						1973						1748 Highland Avenue
Fanwood, NJ						—						2,850						55,175						2,473						2,850						57,648						19,763						2011						1982						295 South Avenue
Farmington, CT						—						1,693						10,459						—						1,693						10,455						1,908						2018						1997						45 South Road
Farnborough, UK						—						1,622						4,570						1,696						2,066						5,822						1,518						2014						1980						Bruntile Close, Reading Road
Fayetteville, PA						—						2,150						32,951						2,970						2,150						20,590						6,683						2015						1991						6375 Chambersburg Road
Fayetteville, NY						—						410						3,962						542						410						4,504						2,617						2001						1997						5125 Highbridge Street
Findlay, OH						—						200						1,800						585						200						2,385						1,341						1997						1997						725 Fox Run Road
Fishersville, VA						—						788						2,101						3						788						2,104						1,864						2018						1998						83 Crossroad Lane
Flint, MI						—						1,271						18,056						—						1,271						18,050						3,000						2018						1969						3011 N Center Road
Florence, NJ						—						300						2,978						89						300						3,067						1,768						2002						1999						901 Broad Street
Floyd, VA						—						680						3,618						4						680						3,622						1,551						2018						1979						237 Franklin Pike Road SE
Forest City, NC						—						320						4,497						366						320						4,863						2,591						2003						1999						493 Piney Ridge Road
Fort Collins, CO						—						3,680						58,608						—						3,680						58,608						14,027						2015						2007						4750 Pleasant Oak Drive
Fort Lauderdale, FL						—						1,043						6,429						—						1,043						6,429						331						2023						1986						1615 Miami Road
Fort Myers, FL						—						1,110						10,562						—						1,110						10,562						1,895						2018						1999						15950 McGregor Boulevard
Fort Myers, FL						—						2,139						18,240						—						2,139						18,235						3,200						2018						1990						1600 Matthew Drive
Fort Myers, FL						—						2,502						9,744						—						2,502						9,741						2,068						2018						2000						13881 Eagle Ridge Drive
Fort Myers, FL						—						2,205						15,100						6						2,205						15,106						725						2023						1998						3735 Evans Avenue
Fort Pierce, FL						—						1,282						20,775						—						1,282						20,775						992						2023						1984						611 S 13th Street
Fort Worth, TX						—						450						13,615						5,086						450						18,701						7,511						2010						2011						425 Alabama Avenue
Fountain Valley, CA						—						5,259						9,379						—						5,259						9,376						1,636						2018						1988						11680 Warner Avenue
Franklin, NH						11,148						—						—						11,351						1,699						9,652						457						2011						1990						7 Baldwin Street
Fredericksburg, VA						—						1,000						20,000						2,249						1,000						22,249						10,633						2005						1999						3500 Meekins Drive
Fredericksburg, VA						19,813						—						—						29,332						1,854						27,478						1,099						2011						1977						11 Dairy Lane
Fredericksburg, VA						—						1,130						23,202						716						1,130						23,918						6,732						2014						2010						140 Brimley Drive
Gainesville, FL						—						2,109						12,443						—						2,109						12,443						687						2023						1984						6700 NW 10th Place
Galesburg, IL						—						1,708						3,841						—						1,708						3,839						682						2018						1964						280 E Losey Street
Gardner, KS						—						200						2,800						98						200						2,898						794						2015						2000						869 Juniper Terrace
Gastonia, NC						—						470						6,129						308						470						6,437						3,447						2003						1998						1680 S New Hope Road
Gastonia, NC						—						310						3,096						168						310						3,264						1,802						2003						1994						1717 Union Road
Gastonia, NC						—						400						5,029						883						400						5,912						2,992						2003						1996						1750 Robinwood Road
Geneva, IL						—						1,502						16,198						—						1,502						16,197						2,832						2018						2000						2388 Bricher Road
Georgetown, TX						—						200						2,100						688						200						2,788						1,510						1997						1997						2600 E University Avenue
Gig Harbor, WA						—						3,000						4,463						689						3,000						5,152						980						2018						1990						3309 45th Street Court NW
Glen Ellyn, IL						—						1,496						6,636						—						1,496						6,634						1,290						2018						2001						2s706 Park Boulevard
Granbury, TX						—						2,550						2,940						1,152						2,550						4,092						1,591						2012						1996						916 E Highway 377
Green Cove Springs, FL						—						1,275						17,602						—						1,275						17,602						1,005						2023						1982						803 Oak Street
Greensboro, NC						—						330						2,970						779						330						3,749						2,017						2003						1996						5809 Old Oak Ridge Road
Greensboro, NC						—						560						5,507						2,497						560						8,004						3,921						2003						1997						4400 Lawndale Drive
Greenville, SC						—						310						4,750						521						310						5,271						2,696						2004						1997						23 Southpointe Drive
Greenville, SC						—						1,751						8,774						—						1,751						8,771						1,575						2018						1966						600 Sulphur Springs Road
Greenville, SC						—						947						1,445						—						947						1,445						435						2018						1976						601 Sulphur Springs Road
Greenville, NC						—						290						4,393						384						290						4,777						2,562						2003						1998						2715 Dickinson Avenue
Grosse Pointe, MI						—						867						2,386						—						867						2,385						449						2018						1964						21401 Mack Avenue
Hamden, CT						—						5,084						20,607						—						5,084						20,607						487						2024						1997						850 Mix Avenue
Hamilton, NJ						—						440						4,469						246						440						4,715						2,664						2001						1998						1645 Whitehorse-Mercerville Road
Hanford, UK						—						1,009						7,177						3,191						1,402						9,975						3,009						2013						2012						Bankhouse Road
Harrisburg, PA						—						569						12,826						—						569						12,822						2,231						2018						2000						2625 Ailanthus Lane
Harrow, UK						—						5,896						6,585						3,419						7,512						8,388						2,339						2014						2001						177 Preston Hill
Hatboro, PA						—						—						28,112						1,771						—						29,883						10,766						2011						1996						3485 Davisville Road
Hatboro, PA						—						1,192						7,611						—						1,192						7,608						1,805						2018						2000						779 W County Line Road
Hatfield, UK						—						2,135						5,496						2,974						2,967						7,638						2,321						2013						2012						Saint Albans Road E
Haverhill, MA						—						5,519						19,554						64						5,519						19,618						2,205						2021						2018						10 Residences Way
Headingley, UK						—						1,665						11,168						2,605						2,003						13,435						3,378						2015						2013						100 Grove Lane
Hemet, CA						—						6,224						8,414						—						6,224						8,410						1,520						2018						1989						1717 W Stetson Avenue
Hermitage, TN						—						1,500						9,943						656						1,500						10,599						3,550						2011						2006						4131 Andrew Jackson Parkway
Herne Bay, UK						—						1,387						17,782						8,175						1,928						25,416						8,111						2013						2011						165 Reculver Road
Heswall, UK						—						2,471						12,212						—						2,471						12,212						128						2024						1900						Oldfield Road
Hiawatha, KS						—						40						4,210						31						40						4,241						1,120						2015						1996						400 Kansas Avenue
Hickory, NC						—						290						987						442						290						1,429						818						2003						1994						2530 16th Street NE
High Point, NC						—						560						4,443						1,652						560						6,095						3,072						2003						2000						1568 Skeet Club Road
High Point, NC						—						370						2,185						1,187						370						3,372						1,624						2003						1999						1564 Skeet Club Road
High Point, NC						—						330						3,395						217						330						3,612						1,953						2003						1994						201 Hartley Drive
High Point, NC						—						430						4,143						1,277						430						5,420						2,516						2003						1998						1560 Skeet Club Road
Hillsboro, OH						—						1,792						6,341						—						1,792						6,339						1,556						2018						1983						1141 Northview Drive
Hinckley, UK						—						1,576						3,062						1,809						2,191						4,256						1,418						2013						2013						Tudor Road
Hinsdale, IL						—						4,033						24,287						—						4,033						24,280						4,011						2018						1971						600 W Ogden Avenue
Holton, KS						—						40						7,460						13						40						7,473						1,836						2015						1996						410 Juniper Drive
Homewood, IL						—						2,395						7,652						—						2,395						7,649						1,293						2018						1989						940 Maple Avenue
Huntingdon Valley, PA						—						1,150						3,730						—						1,150						3,728						939						2018						1993						3430 Huntingdon Pike
Independence, VA						—						1,082						6,767						7						1,082						6,774						2,803						2018						1998						400 S Independence Avenue
Indianapolis, IN						—						870						14,688						—						870						14,688						4,479						2014						2014						1635 N Arlington Avenue
Jackson, NJ						—						6,500						26,405						12,480						6,500						38,885						9,117						2012						2001						2 Kathleen Drive
Jacksonville, FL						—						1,815						15,096						—						1,815						15,096						818						2023						1985						9355 San Jose Boulevard
Jacksonville, FL						—						2,359						13,338						—						2,359						13,338						782						2023						1966						4101 Southpoint Drive E
Jefferson Hills, PA						—						2,265						13,618						—						2,265						13,617						3,461						2018						1997						380 Wray Large Road
Jersey Shore, PA						—						600						8,107						—						600						8,104						1,320						2018						1973						1008 Thompson Street
Kansas City, KS						—						700						20,115						—						700						20,115						5,169						2015						2015						8900 Parallel Parkway
Katy, TX						—						1,778						22,622						49						1,778						22,671						4,948						2017						2015						24802 Kingsland Boulevard
Keene, NH						13,051						—						—						12,858						717						12,141						545						2011						1980						677 Court Street
Kensington, MD						—						1,753						18,626						—						1,753						18,621						3,137						2018						2002						4301 Knowles Avenue
Kents Hill, UK						—						1,487						15,194						4,102						1,853						18,930						4,884						2015						2007						Tunbridge Grove, Kents Hill
Kenwood, OH						—						821						11,043						—						821						11,042						1,922						2018						2000						4580 E Galbraith Road
Kettering, OH						—						1,229						4,703						—						1,229						4,701						931						2018						1977						3313 Wilmington Pike
King of Prussia, PA						—						720						14,780						—						720						14,779						2,667						2018						1995						620 W Valley Forge Road
King of Prussia, PA						—						1,205						4,725						—						1,205						4,725						1,008						2018						1990						600 W Valley Forge Road
Kingsford, MI						—						1,362						10,598						—						1,362						10,594						1,921						2018						1968						1225 Woodward Avenue
Kingswood, UK						—						—						—						14,437						2,142						12,295						2,245						2017						2019						Avon Valley Care Home, Tenniscourt Road
Kirkstall, UK						—						1,779						6,874						3,374						2,473						9,554						2,890						2013						2009						29 Broad Lane
Kissimmee, FL						—						1,051						16,254						—						1,051						16,253						773						2023						2006						1120 W Donegan Avenue
Kissimmee, FL						—						540						4,474						—						540						4,474						249						2023						2006						1092 W Donegan Avenue
Kokomo, IN						—						710						16,044						—						710						16,044						4,848						2014						2014						2200 S Dixon Road
Lacey, WA						—						2,582						18,180						—						2,582						18,175						3,106						2018						2012						4524 Intelco Loop SE
Laconia, NH						14,478						—						—						15,871						716						15,155						635						2011						1968						175 Blueberry Lane
Lafayette, CO						—						1,420						20,192						—						1,420						20,192						5,434						2015						2015						329 Exempla Circle
Lafayette, IN						—						670						16,833						1						670						16,834						4,867						2015						2014						2402 South Street
Lake Mary, FL						—						2,041						15,428						5						2,041						15,433						668						2023						2000						710 N Sun Drive
Lakeland, FL						—						1,524						14,810						—						1,524						14,809						858						2023						1999						1010 Carpenters Way
Lakeway, TX						—						5,142						23,203						—						5,142						23,203						7,618						2007						2011						2000 Medical Drive
Lakewood, CO						—						2,160						28,091						62						2,160						28,153						7,995						2014						2010						7395 W Eastman Place
Lancaster, OH						—						289						2,077						3,954						289						6,031						708						2021						1996						800 Becks Knob Road
Lancaster, PA						—						1,011						7,504						—						1,011						7,502						1,327						2018						1966						100 Abbeyville Road
Lancaster, NH						—						—						—						13,761						856						12,905						609						2011						1981						91 Country Village Road
Largo, FL						—						1,166						3,427						—						1,166						3,427						783						2018						1997						300 Highland Avenue NE
Largo, FL						—						3,443						19,073						—						3,443						19,073						1,142						2023						1999						9035 Bryan Dairy Road
Laureldale, PA						—						1,171						14,424						—						1,171						14,420						2,463						2018						1980						2125 Elizabeth Avenue
Lebanon, PA						—						728						10,370						—						728						10,367						1,938						2018						1998						100 Tuck Court
Lebanon, PA						—						1,214						5,960						—						1,214						5,960						1,250						2018						1980						900 Tuck Street
Lebanon, NH						15,240						—						—						14,365						1,687						12,678						556						2011						1985						24 Old Etna Road
Lecanto, FL						—						1,817						14,773						5						1,817						14,778						644						2023						1984						2333 N Brentwood Circle
Lee, MA						—						290						18,135						926						290						19,061						11,147						2002						1998						600 & 620 Laurel Street
Lenexa, KS						—						480						1,770						162						480						1,932						579						2015						1994						8710 Caenen Lake Road
Lenoir, NC						—						190						3,748						996						190						4,744						2,511						2003						1998						1145 Powell Road NE
Letchworth Garden City, UK						—						3,197						12,917						—						3,197						12,917						69						2024						2022						Gillison Close
Lethbridge, AB						—						957						2,167						693						1,166						2,651						866						2014						2003						785 Columbia Boulevard W
Lexington, NC						—						200						3,900						1,176						200						5,076						2,849						2002						1997						161 Young Drive
Libertyville, IL						—						2,993						11,550						—						2,993						11,546						1,935						2018						1988						1500 S Milwaukee Avenue
Lichfield, UK						—						1,126						24,700						6,350						1,402						30,774						7,709						2015						2012						Wissage Road
Lillington, NC						—						470						17,579						774						470						18,353						5,263						2014						2013						54 Red Mulberry Way
Lillington, NC						—						500						16,451						331						500						16,782						4,566						2014						1999						2041 NC-210 N
Littleover, UK						—						1,923						6,959						1,816						2,316						8,382						1,974						2014						2015						Rykneld Road
Livermore, CA						—						4,100						24,996						385						4,100						25,381						6,484						2014						1974						35 Fenton Street
Livingston, UK						—						2,581						17,244						—						2,581						17,244						184						2024						1900						1 Almondside
Livonia, MI						—						985						13,558						—						985						13,558						2,444						2018						1999						32500 Seven Mile Road
Longbridge Deverill, UK						—						3,975						14,144						500						3,975						14,644						80						2024						2013						Church Street
Longwood, FL						—						1,260						6,445						—						1,260						6,445						2,455						2011						2011						425 S Ronald Reagan Boulevard
Los Angeles, CA						—						—						11,430						1,330						—						12,760						5,502						2008						1971						330 N Hayworth Avenue
Louisburg, KS						—						280						4,320						47						280						4,367						1,090						2015						1996						202 Rogers Street
Louisville, KY						—						490						10,010						2,768						490						12,778						6,543						2005						1978						4604 Lowe Road
Loxley, UK						—						1,000						11,440						5,589						1,390						16,639						4,950						2013						2008						Loxley Road
Lutherville, MD						—						1,100						19,786						1,744						1,100						21,530						7,937						2011						1988						515 Brightfield Road
Lynchburg, VA						—						340						16,114						463						340						16,577						4,826						2014						2013						189 Monica Boulevard
Lynchburg, VA						—						2,904						3,697						—						2,904						3,696						646						2018						1978						2200 Landover Place
Lynnwood, WA						—						2,308						5,634						—						2,302						5,632						998						2018						1987						3701 188th Street
Manahawkin, NJ						14,657						—						—						36,565						1,634						34,931						1,293						2011						1994						1361 Route 72 W
Manalapan, NJ						—						900						22,624						1,891						900						24,515						8,402						2011						2001						445 Route 9 S
Manassas, VA						—						750						7,446						1,384						750						8,830						4,339						2003						1996						8341 Barrett Drive
Margate, UK						—						3,473						16,674						—						3,473						16,674						90						2024						2024						Ramsgate Road
Marietta, OH						—						1,149						9,376						—						1,149						9,373						1,624						2018						1977						5001 State Route 60
Marietta, GA						—						2,406						12,233						—						2,406						12,229						2,073						2018						1980						4360 Johnson Ferry Place
Marietta, PA						—						1,050						13,633						801						1,050						14,434						3,448						2015						1999						2760 Maytown Road
Marion, IN						—						720						12,750						1,137						720						9,604						3,604						2014						2012						614 W 14th Street
Marion, IN						—						990						9,190						824						990						7,600						4,604						2014						1976						505 N Bradner Avenue
Marion, OH						—						2,768						17,415						—						2,768						17,415						3,842						2018						2004						400 Barks Road W
Marlborough, UK						—						2,132						5,434						2,075						2,717						6,924						1,885						2014						1999						The Common
Marmet, WV						20,170						—						—						38,673						1,495						37,178						1,357						2011						1986						1 Sutphin Drive
Martinsburg, WV						8,806						—						—						30,236						640						29,596						1,057						2011						1987						2720 Charles Town Road
Martinsville, VA						—						349						—						—						349						—						—						2003						1900						Rolling Hills Road & US Highway 58
Marysville, OH						—						408						858						3,428						408						4,286						589						2021						1990						715 S Walnut Street
Matthews, NC						—						560						4,738						874						560						5,612						2,836						2003						1998						2404 Plantation Center Drive
Mchenry, IL						—						1,576						—						—						1,576						—						—						2006						1900						5200 Block of Bull Valley Road
McMurray, PA						—						1,440						15,805						3,915						1,440						19,720						6,857						2010						2011						240 Cedar Hill Drive
Medicine Hat, AB						—						734						4,386						1,133						896						5,357						1,495						2014						1999						65 Valleyview Drive SW
Mentor, OH						—						1,827						9,941						—						1,827						9,938						1,745						2018						1985						8200 Mentor Hills Drive
Merritt Island, FL						—						1,498						14,335						—						1,498						14,335						768						2023						1972						125 Alma Boulevard
Miamisburg, OH						—						786						3,233						—						786						3,232						800						2018						1983						450 Oak Ridge Boulevard
Middleton, WI						—						420						4,006						879						420						4,885						2,612						2001						1991						6701 Stonefield Road
Middletown, RI						7,923						—						—						9,040						3,402						5,638						382						2011						1975						333 Green End Avenue
Midlothian, VA						—						2,015						8,602						—						2,015						8,602						1,342						2021						2015						13800 Bon Secours Drive
Milford, DE						15,926						—						—						10,849						813						10,036						421						2011						1905						700 Marvel Road
Mishawaka, IN						—						740						16,113						1,816						740						12,514						4,320						2014						2013						60257 Bodnar Boulevard
Moline, IL						—						2,946						18,677						—						2,946						18,672						3,063						2018						1964						833 Sixteenth Avenue
Monroe, NC						—						470						3,681						1,055						470						4,736						2,505						2003						2001						918 Fitzgerald Street
Monroe, NC						—						310						4,799						1,239						310						6,038						3,164						2003						2000						919 Fitzgerald Street
Monroe, NC						—						450						4,021						550						450						4,571						2,396						2003						1997						1316 Patterson Avenue
Monroe Township, NJ						—						3,250						27,771						2,699						3,250						30,470						7,063						2015						1996						319 Forsgate Drive
Monroeville, PA						—						1,216						12,753						—						1,216						12,753						2,660						2018						1997						120 Wyngate Drive
Montgomeryville, PA						—						1,176						9,827						—						1,176						9,824						1,813						2018						1989						640 Bethlehem Pike
Montville, NJ						—						3,500						31,002						3,371						3,500						34,373						12,047						2011						1988						165 Changebridge Road
Moorestown, NJ						—						4,143						23,902						—						4,143						23,902						7,499						2012						2014						250 Marter Avenue
Morehead City, NC						—						200						3,104						2,183						200						5,287						3,000						1999						1999						107 Bryan Street
Moulton, UK						—						1,744						12,872						307						1,568						13,355						2,634						2017						1995						Northampton Lane N
Mountainside, NJ						—						3,097						7,810						—						3,097						7,807						1,388						2018						1988						1180 Route 22
Naples, FL						—						1,222						10,642						—						1,222						10,641						1,980						2018						1998						6125 Rattlesnake Hammock Road
Naples, FL						—						1,672						23,119						—						1,672						23,119						4,793						2018						1993						1000 Lely Palms Drive
Naples, FL						—						1,854						12,402						—						1,854						12,398						2,078						2018						1987						3601 Lakewood Boulevard
Naples, FL						—						444						6,973						—						444						6,973						56						2024						1998						6135 Rattlesnake Hammock Road
Needham, MA						—						1,610						12,667						—						1,610						12,667						7,226						2002						1994						100 West Street
Needham, MA						—						3,957						71,163						191						3,957						71,354						6,211						2021						2013						235 Gould Street
New Lenox, IL						—						1,225						21,575						45						1,225						21,620						3,629						2019						2007						1023 S Cedar Road
New Moston, UK						—						1,081						3,197						1,667						1,502						4,443						1,400						2013						2010						90a Broadway
New Port Richey, FL						—						1,984						15,885						7						1,984						15,892						687						2023						1990						4927 Voorhees Road
Newark, DE						—						560						21,220						2,500						560						23,720						11,528						2004						1998						200 E Village Road
Newcastle-under-lyme, UK						—						810						4,129						1,927						1,127						5,739						1,727						2013						2010						Hempstalls Lane
Newcastle-under-lyme, UK						—						896						4,411						1,454						1,142						5,619						1,530						2014						1999						Silverdale Road
Newport, VT						2,343						—						—						8,840						463						8,377						358						2011						1967						35 Bel-Aire Drive
Newport News, VA						—						839						6,077						6						839						6,083						2,412						2018						1998						12997 Nettles Drive
Newtownabbey, UK						—						866						4,026						6						828						4,070						350						2023						2010						36 Mill Road
Norman, OK						—						55						1,484						377						55						1,861						1,151						1995						1995						1701 E Alameda Drive
North Augusta, SC						—						332						2,558						125						332						2,683						1,711						1999						1998						105 N Hills Drive
North Fort Myers, FL						—						3,361						12,951						—						3,361						12,951						784						2023						1985						991 Pondella Road
Northampton, UK						—						3,784						12,667						6,413						5,258						17,606						5,508						2013						2011						Cliftonville Road
Northampton, UK						—						1,569						4,875						1,949						2,043						6,350						1,627						2014						2014						Cliftonville Road
Northbrook, IL						—						1,298						13,341						—						1,298						13,340						2,290						2018						1999						3240 Milwaukee Avenue
Nuneaton, UK						—						2,428						6,559						3,503						3,374						9,116						2,744						2013						2011						132 Coventry Road
Nuthall, UK						—						1,824						7,620						3,682						2,535						10,591						3,222						2013						2011						172 Nottingham Road
Nuthall, UK						—						1,286						4,949						1,774						1,653						6,356						1,615						2014						2014						172a Nottingham Road
Oak Lawn, IL						—						2,418						5,428						713						2,418						6,141						951						2018						1977						9401 S Kostner Avenue
Oak Lawn, IL						—						3,876						7,988						—						3,876						7,985						1,413						2018						1960						6300 W 95th Street
Oakland, CA						—						4,760						16,143						515						4,760						16,658						4,608						2014						2002						468 Perkins Street
Ocala, FL						—						2,644						20,388						7						2,644						20,395						924						2023						1990						1501 SE 24th Road
Olathe, KS						—						1,930						19,765						553						1,930						20,318						5,488						2016						2015						21250 W 151 Street
Oldsmar, FL						—						1,851						15,062						7						1,851						15,069						640						2023						1990						3865 Tampa Road
Ona, WV						—						950						7,460						272						950						7,732						2,776						2015						2007						100 Weatherholt Drive
Orange Park, FL						—						1,238						8,424						3						1,238						8,427						440						2023						1990						1215 Kingsley Avenue
Orem, UT						—						2,150						24,107						—						2,150						24,107						5,754						2015						2014						250 E Center Street
Orlando, FL						—						1,880						16,959						—						1,880						16,959						809						2023						1974						9311 S Orange Blossom Trail
Orlando, FL						—						2,215						17,499						6						2,215						17,505						759						2023						1984						3920 Rosewood Way
Osage City, KS						—						50						1,700						151						50						1,851						579						2015						1996						1403 Laing Street
Osawatomie, KS						—						130						2,970						145						130						3,115						886						2015						2003						1520 Parker Avenue
Oswestry, UK						—						2,650						11,836						—						2,650						11,836						236						2024						1900						Victoria Road
Ottawa, KS						—						160						6,590						47						160						6,637						1,678						2015						2007						2250 S Elm Street
Overland Park, KS						—						410						2,840						98						410						2,938						864						2015						2004						14430 Metcalf Avenue
Overland Park, KS						—						1,300						25,311						677						1,300						25,988						6,832						2016						2015						7600 Antioch Road
Owasso, OK						—						215						1,380						299						215						1,679						1,006						1996						1996						12807 E 86th Place N
Palm Bay, FL						—						2,262						17,158						6						2,262						17,164						768						2023						1998						5405 Babcock Street NE
Palm Beach Gardens, FL						—						2,082						6,624						—						2,082						6,622						1,296						2018						1991						11375 Prosperity Farms Road
Palm Coast, FL						—						1,998						14,299						5						1,998						14,304						700						2023						1997						3001 Palm Coast Parkway SE
Palm Desert, CA						—						6,195						8,918						—						6,195						8,918						1,583						2018						1989						74350 Country Club Drive
Palm Harbor, FL						—						1,306						13,811						—						1,306						13,810						2,543						2018						1997						2895 Tampa Road
Palm Harbor, FL						—						3,281						22,457						—						3,281						22,450						4,058						2018						1990						2851 Tampa Road
Palm Harbor, FL						—						3,653						18,567						—						3,653						18,567						990						2023						1987						3825 Countryside Boulevard N
Palm Harbor, FL						—						1,637						12,697						5						1,637						12,702						562						2023						1990						2600 Highlands Boulevard N
Palos Heights, IL						—						1,225						12,457						—						1,225						12,457						2,101						2018						1999						7880 W College Drive
Palos Heights, IL						—						3,431						28,812						—						3,431						28,803						4,696						2018						1987						7850 W College Drive
Palos Heights, IL						—						2,590						7,647						—						2,590						7,644						1,295						2018						1996						11860 Southwest Highway
Panama City Beach, FL						—						900						6,402						806						900						7,208						2,288						2011						2005						6012 Magnolia Beach Road
Paola, KS						—						190						5,610						63						190						5,673						1,467						2015						2000						601 N East Street
Parkersburg, WV						19,803						—						—						39,779						629						39,150						1,390						2011						1979						723 Summers Street
Parma, OH						—						960						12,722						—						960						12,721						2,300						2018						1998						9205 Sprague Road
Parma, OH						—						1,833						10,318						—						1,833						10,314						2,099						2018						2006						9055 W Sprague Road
Paulsboro, NJ						—						3,264						8,026						—						3,264						8,023						1,468						2018						1987						550 Jessup Road
Pensacola, FL						—						1,647						14,748						5						1,647						14,753						627						2023						1984						10040 Hillview Road
Perry, FL						—						1,530						13,141						—						1,530						13,141						740						2023						1989						207 Marshall Drive
Perrysburg, OH						—						1,456						5,433						—						1,456						5,431						1,003						2018						1973						10540 Fremont Pike
Perrysburg, OH						—						1,213						7,110						—						1,213						7,108						1,216						2018						1978						10542 Fremont Pike
Philadelphia, PA						—						2,930						10,433						3,536						2,930						13,969						5,655						2011						1952						1526 Lombard Street
Pikesville, MD						—						—						2,488						—						—						2,487						400						2018						1998						8911 Reisterstown Road
Pikesville, MD						—						4,247						8,383						—						4,247						8,382						1,601						2018						1996						8909 Reisterstown Road
Pinehurst, NC						—						290						2,690						885						290						3,575						1,882						2003						1998						17 Regional Drive
Piqua, OH						—						204						1,885						87						204						1,972						1,295						1997						1997						1744 W High Street
Piscataway, NJ						—						3,100						33,351						—						3,100						33,351						7,092						2013						2017						10 Sterling Drive
Pittsburgh, PA						—						603						11,357						—						603						11,357						2,041						2018						1998						1125 Perry Highway
Pittsburgh, PA						—						1,140						3,166						—						1,140						3,164						552						2018						1962						550 S Negley Avenue
Pittsburgh, PA						—						1,750						8,572						6,506						1,750						15,078						5,513						2005						1998						100 Knoedler Road
Plainview, NY						—						3,990						11,969						2,438						3,990						14,407						5,643						2011						1963						150 Sunnyside Boulevard
Plano, TX						—						1,840						20,152						560						1,840						20,712						5,253						2016						2016						3325 W Plano Parkway
Pompano Beach, FL						—						774						10,832						4						774						10,836						422						2023						1983						2401 NE 2nd Street
Poole, UK						—						3,363						16,183						—						3,226						16,320						2,849						2019						2019						Kingsmill Road
Potomac, MD						—						1,448						14,626						—						1,448						14,625						2,482						2018						1994						10718 Potomac Tennis Lane
Potomac, MD						—						4,119						14,921						—						4,119						14,916						2,616						2018						1988						10714 Potomac Tennis Lane
Pottstown, PA						—						984						4,565						—						984						4,563						859						2018						1907						724 N Charlotte Street
Raleigh, NC						—						7,598						88,870						900						7,598						89,770						18,030						2008						2017						4030 Cardinal at North Hills Street
Raleigh, NC						—						3,530						59,589						—						3,530						59,589						19,235						2012						2002						5301 Creedmoor Road
Raleigh, NC						—						2,580						16,837						—						2,580						16,837						5,754						2012						1988						7900 Creedmoor Road
Raleigh, NC						—						7,092						142,300						29						7,092						142,329						6,184						2017						2023						320 Saint Albans Drive
Red Bank, NJ						—						1,050						21,275						1,826						1,050						23,101						8,037						2011						1997						1 Hartford Drive
Redondo Beach, CA						—						—						9,557						880						—						10,437						10,121						2011						1957						514 N Prospect Avenue
Reidsville, NC						—						170						3,830						1,603						170						5,433						2,819						2002						1998						2931 Vance Street
Richardson, TX						—						1,468						12,979						—						1,468						12,975						2,292						2018						1999						410 Buckingham Road
Richmond, IN						—						700						14,222						393						700						14,615						3,920						2016						2015						400 Industries Road
Richmond, VA						—						3,261						17,980						—						3,261						17,974						3,017						2018						1990						1719 Bellevue Avenue
Richmond, VA						—						1,046						8,235						—						1,046						8,233						1,479						2018						1966						2125 Hilliard Road
Ridgewood, NJ						4,238						—						—						15,068						2,037						13,031						541						2011						1971						330 Franklin Turnpike
Roanoke, VA						—						748						4,483						5						748						4,488						2,132						2018						1997						4355 Pheasant Ridge Road
Rockville Centre, NY						—						4,290						20,310						1,704						4,290						22,014						8,126						2011						2002						260 Maple Avenue
Romeoville, IL						—						1,895						—						—						1,895						—						—						2006						1900						Grand Haven Circle
Rugeley, UK						—						1,387						7,493						3,462						1,928						10,414						3,321						2013						2010						Horse Fair
Ruston, LA						—						710						9,790						—						710						7,282						3,792						2011						1988						1401 Ezelle Street
Rutland, VT						17,740						—						—						15,772						690						15,082						636						2011						1968						9 Haywood Avenue
S Holland, IL						—						1,423						8,910						—						1,423						8,907						1,609						2018						1997						2045 E 170th Street
Safety Harbor, FL						—						2,058						16,100						—						2,058						16,100						841						2023						1987						1410 Dr. M.L. King Jr. Street N
Saint Cloud, FL						—						2,200						16,050						6						2,200						16,056						695						2023						1995						4641 Old Canoe Creek Road
Salem, OR						—						449						5,171						98						449						5,269						3,439						1999						1998						1355 Boone Road SE
Salisbury, NC						—						370						5,697						390						370						6,087						3,294						2003						1997						2201 Statesville Boulevard
San Angelo, TX						—						260						8,800						549						260						9,349						4,706						2004						1997						2695 Valleyview Boulevard
San Angelo, TX						—						1,050						24,689						1,811						1,050						26,500						7,224						2014						1999						6101 Grand Court Road
San Antonio, TX						—						1,499						12,662						—						1,499						12,661						2,211						2018						2000						15290 Huebner Road
San Diego, CA						—						—						22,003						1,845						—						23,848						9,650						2008						1992						555 Washington Street
San Juan Capistrano, CA						—						1,390						6,942						1,699						1,390						8,641						5,411						2000						2001						30311 Camino Capistrano
Sarasota, FL						—						475						3,175						—						475						3,175						2,360						1996						1995						8450 McIntosh Road
Sarasota, FL						—						443						8,892						2						443						8,894						1,715						2018						1998						5509 Swift Road
Sarasota, FL						—						4,101						11,208						—						4,101						11,204						3,146						2018						1993						5401 Sawyer Road
Sarasota, FL						—						1,370						4,084						—						1,370						4,082						734						2018						1968						3250 12th Street
Sarasota, FL						—						2,792						11,173						—						2,792						11,173						1,949						2018						1993						5511 Swift Road
Sarasota, FL						—						2,437						13,982						—						2,437						13,982						827						2023						1994						1507 S Tuttle Avenue
Sarasota, FL						—						1,941						16,193						6						1,941						16,199						704						2023						1982						741 S Beneva Road
Sarasota, FL						—						1,824						7,088						3						1,824						7,091						416						2023						1982						743 S Beneva Road
Scranton, PA						—						440						17,609						712						440						18,321						5,125						2014						2005						2741 Boulevard Avenue
Scranton, PA						—						320						12,144						115						320						12,259						3,430						2014						2013						2751 Boulevard Avenue
Seaford, DE						12,047						—						—						8,438						839						7,599						351						2011						1977						1100 Norman Eskridge Highway
Selsey, UK						—						—						—						20,743						4,469						16,274						89						2022						2019						Park Lane
Seminole, FL						—						1,165						8,977						—						1,165						8,975						1,675						2018						1998						9300 Antilles Drive
Seminole, FL						—						2,654						14,171						—						2,654						14,171						814						2023						1995						9393 Park Boulevard
Seven Fields, PA						—						484						4,663						3,259						484						7,922						3,156						1999						1999						500 Seven Fields Boulevard
Sewell, NJ						—						3,127						14,095						—						3,127						14,090						2,799						2018						2010						378 Fries Mill Road
Shawnee, OK						—						80						1,400						2,506						80						3,906						1,338						1996						1995						3947 Kickapoo
Shepherdstown, WV						11,733						—						—						30,637						917						29,720						1,068						2011						1990						80 Maddex Drive
Silver Spring, MD						—						1,469						10,392						—						1,469						10,392						1,815						2018						1995						2505 Musgrove Road
Silver Spring, MD						—						4,678						11,683						—						4,678						11,679						2,175						2018						1990						2501 Musgrove Road
Sinking Spring, PA						—						1,393						19,848						—						1,393						19,842						3,428						2018						1982						3000 Windmill Road
Sissonville, WV						20,508						—						—						39,880						433						39,447						1,433						2011						1981						302 Cedar Ridge Road
Sittingbourne, UK						—						1,081						5,209						1,723						1,377						6,636						1,735						2014						1997						200 London Road
Smithfield, NC						—						290						5,680						986						290						6,666						3,323						2003						1998						830 Berkshire Road
Smithfield, NC						—						360						8,216						444						360						8,660						2,359						2014						1999						250 Highway 210 W
South Bend, IN						—						670						17,770						—						670						17,770						5,265						2014						2014						52565 State Highway 933
South Daytona, FL						—						1,462						6,437						—						1,462						6,437						354						2023						1989						650 Reed Canal Road
South Pasadena, FL						—						1,162						7,456						—						1,162						7,456						376						2023						1990						1820 Shore Drive S
South Point, OH						—						1,135						9,390						—						1,135						9,387						1,624						2018						1984						7743 County Road 1
Southampton, UK						—						1,452						15,338						507						1,491						15,806						3,102						2017						2013						Botley Road, Park Gate
Southbury, CT						—						1,860						23,613						6,365						1,860						29,978						8,726						2011						2001						655 Main Street
Spokane, WA						—						2,649						11,703						—						2,649						11,699						2,046						2018						1985						6025 N Assembly Street
Stafford, UK						—						1,933						7,925						201						1,972						8,087						1,813						2014						2016						Stone Road
Stamford, UK						—						1,450						2,579						1,105						1,847						3,287						917						2014						1998						Priory Road
Statesville, NC						—						150						1,447						440						150						1,887						1,003						2003						1990						2441 E Broad Street
Statesville, NC						—						310						6,183						868						310						7,051						3,548						2003						1996						2806 Peachtree Place
Statesville, NC						—						140						3,627						146						140						3,773						2,038						2003						1999						2814 Peachtree Road
Staunton, VA						—						899						6,391						6						899						6,397						2,610						2018						1999						1410 N Augusta Street
Sterling Heights, MI						—						790						10,787						—						790						10,784						1,897						2018						1996						11095 E Fourteen Mile Road
Sterling Heights, MI						—						1,583						15,639						—						1,583						15,634						2,794						2018						2013						38200 Schoenherr Road
Stillwater, OK						—						80						1,400						77						80						1,477						1,042						1995						1995						1616 McElroy Road
Stoneygate, UK						—						2,234						17,823						7,820						3,105						24,772						7,764						2012						2010						307 London Road
Stratford-upon-avon, UK						—						643						11,817						3,065						801						14,724						3,684						2015						2012						Scholars Lane
Stroudsburg, PA						—						340						16,313						174						340						16,487						5,180						2014						2011						370 Whitestone Corner Road
Sunbury, PA						—						695						7,246						—						695						7,244						1,224						2018						1981						901 Court Street
Sunnyvale, CA						—						4,946						22,123						—						4,946						22,123						3,722						2018						1990						1150 Tilton Drive
Tacoma, WA						—						2,522						8,576						—						2,522						8,573						1,474						2018						1984						5601 S Orchard Street
Tallahassee, FL						—						1,800						14,009						5						1,800						14,014						634						2023						1992						1650 Phillips Road
Tallahassee, FL						—						2,529						22,064						8						2,529						22,072						924						2023						1983						3101 Ginger Drive
Tampa, FL						—						1,315						6,913						—						1,315						6,911						1,403						2018						1999						14950 Casey Road
Tampa, FL						—						2,630						14,085						—						2,630						14,085						848						2023						1989						518 W Fletcher Avenue
Tampa, FL						—						1,500						20,765						8						1,500						20,773						781						2023						1982						2916 Habana Way
Telford, UK						—						964						10,353						139						971						10,485						1,071						2021						2021						Shifnal Road
Terre Haute, IN						—						1,370						18,016						—						1,370						18,016						5,108						2015						2015						395 8th Avenue
Texarkana, TX						—						192						1,403						345						192						1,748						1,031						1996						1996						4204 Moores Lane
The Villages, FL						—						1,035						7,446						—						1,035						7,446						2,453						2013						2014						2450 Parr Drive
Thomasville, GA						—						530						12,520						1,378						530						13,898						4,221						2011						2006						423 Covington Avenue
Thousand Oaks, CA						—						3,425						19,573						12						3,425						19,585						2,763						2019						2021						980 Warwick Avenue
Three Rivers, MI						—						1,258						2,761						—						1,255						2,760						637						2018						1976						517 S Erie Street
Tile Cross, UK						—						1,296						15,551						4,143						1,615						19,375						4,820						2015						2010						Braymoor Road, Tile Cross
Tile Cross, UK						—						964						8,214						2,258						1,202						10,234						2,566						2015						1997						122 Tile Cross Road, Garretts Green
Tile Hill, UK						—						1,598						11,265						3,163						1,991						14,035						3,652						2015						2014						1 Glendale Way
Titusville, FL						—						2,581						12,751						—						2,581						12,751						754						2023						1985						1550 Jess Parrish Court
Tomball, TX						—						1,050						13,300						1,367						1,050						14,667						5,022						2011						2001						1221 Graham Drive
Toms River, NJ						—						3,466						23,311						599						3,466						23,910						4,999						2019						2006						1657 Silverton Road
Tonganoxie, KS						—						310						3,690						81						310						3,771						1,079						2015						2009						120 W 8th Street
Towson, MD						—						1,715						13,115						—						1,715						13,111						2,288						2018						2000						8101 Bellona Avenue
Towson, MD						—						3,100						6,468						—						3,100						6,465						1,079						2018						1960						509 E Joppa Road
Towson, MD						—						4,527						3,128						—						4,527						3,126						659						2018						1970						7001 N Charles Street
Troy, MI						—						1,381						24,452						—						1,381						24,445						4,081						2018						2006						925 W South Boulevard
Troy, OH						—						200						2,000						4,350						200						6,350						3,133						1997						1997						81 S Stanfield Road
Trumbull, CT						—						4,440						43,384						8,260						4,440						51,644						15,684						2011						2001						6949 Main Street
Tulsa, OK						—						1,390						7,110						1,314						1,390						8,424						3,545						2010						1998						7220 S Yale Avenue
Tulsa, OK						—						1,100						27,007						2,351						1,100						29,358						6,477						2015						2017						18001 E 51st Street
Tulsa, OK						—						890						9,410						98						890						4,484						1,761						2017						1900						7210 South Yale Avenue
Tustin, CA						—						840						15,299						700						840						15,999						6,279						2011						1965						240 E 3rd Street
Twinsburg, OH						—						1,446						5,921						—						1,446						5,919						1,143						2018						2014						8551 Darrow Road
Union, SC						—						1,932						2,374						—						1,932						2,372						639						2018						1981						709 Rice Avenue
Valparaiso, IN						—						112						2,558						99						112						2,657						1,569						2001						1998						2601 Valparaiso Street
Valparaiso, IN						—						108						2,962						260						108						3,222						1,812						2001						1999						2501 Valparaiso Street
Vancouver, WA						—						2,503						28,401						—						2,503						28,393						4,698						2018						2011						2811 NE 139th Street
Venice, FL						—						2,246						10,097						—						2,246						10,094						1,876						2018						1997						1450 E Venice Avenue
Venice, FL						—						2,087						15,529						5						2,087						15,534						695						2023						1983						1026 Albee Farm Road
Vero Beach, FL						—						263						3,187						25						263						3,212						1,933						2001						1999						420 4th Court
Vero Beach, FL						—						297						3,263						—						297						3,263						1,983						2001						1996						410 4th Court
Virginia Beach, VA						—						1,540						22,593						519						1,540						23,112						6,409						2014						1993						5520 Indian River Road
Virginia Beach, VA						—						2,004						19,634						—						2,004						19,634						2,151						2021						2008						1853 Old Donation Parkway
Voorhees, NJ						—						3,100						25,950						26						3,100						25,976						9,061						2011						2013						113 S Route 73
Voorhees, NJ						—						2,193						6,992						—						2,193						6,990						1,352						2018						2006						1086 Dumont Circle
Wabash, IN						—						670						14,588						1						670						14,589						4,438						2014						2013						20 John Kissinger Drive
Wake Forest, NC						—						200						3,003						2,725						200						5,728						3,134						1998						1999						611 S Brooks Street
Wallingford, PA						—						1,356						6,489						—						1,356						6,487						1,278						2018						1930						115 S Providence Road
Walnut Creek, CA						—						4,358						18,413						—						4,358						18,408						3,177						2018						1997						1975 Tice Valley Boulevard
Walnut Creek, CA						—						5,394						39,096						—						5,394						39,085						6,414						2018						1990						1226 Rossmoor Parkway
Wamego, KS						—						40						2,510						61						40						2,571						684						2015						1996						1607 4th Street
Warren, NJ						—						2,000						30,810						1,845						2,000						32,655						11,366						2011						1999						274 King George Road
Warren, NJ						—						2,000						14,943						56						2,000						14,999						335						2024						2016						276 King George Road
Warwick, RI						14,658						—						—						17,880						2,374						15,506						741						2011						1963						660 Commonwealth Avenue
Waterloo, IA						—						605						3,031						—						605						3,030						578						2018						1964						201 W Ridgeway Avenue
Wayne, NJ						—						1,427						15,674						—						1,427						15,674						3,439						2018						1998						800 Hamburg Turnpike
Wellingborough, UK						—						1,222						4,726						1,363						1,502						5,809						1,708						2015						2015						159 Northampton
West Des Moines, IA						—						828						5,104						—						828						5,103						984						2018						2006						5010 Grand Ridge Drive
West Milford, NJ						—						1,960						24,614						1,014						1,960						25,628						4,866						2019						2000						197 Cahill Cross Road
West Orange, NJ						—						1,347						19,389						—						1,347						19,389						3,984						2018						1998						510 Prospect Avenue
West Palm Beach, FL						—						1,175						8,297						—						1,175						8,294						1,573						2018						1996						2330 Village Boulevard
West Palm Beach, FL						—						1,921						5,733						—						1,921						5,731						1,049						2018						1996						2300 Village Boulevard
West Palm Beach, FL						—						2,746						17,977						—						2,746						17,977						978						2023						1988						6414 13th Road S
West Palm Beach, FL						—						1,787						14,378						5						1,787						14,383						646						2023						1986						5065 Wallis Road
West Palm Beach, FL						—						1,366						17,908						7						1,366						17,915						676						2023						1993						2939 S Haverhill Road
West Reading, PA						—						890						12,122						—						890						12,118						1,980						2018						1975						425 Buttonwood Street
Westerville, OH						—						740						8,287						7,312						740						15,599						11,663						1998						2001						690 Cooper Road
Westerville, OH						—						—						—						26,121						2,566						23,555						3,345						2017						2020						702 Polaris Parkway
Westerville, OH						—						1,420						5,373						—						1,420						5,371						977						2018						1982						1060 Eastwind Drive
Westerville, OH						—						1,582						10,282						—						1,582						10,279						1,901						2018						1980						215 Huber Village Boulevard
Westfield, IN						—						890						15,964						1						890						15,965						4,793						2014						2013						937 E 186th Street
Westlake, OH						—						855						11,966						—						855						11,963						2,129						2018						1997						28400 Center Ridge Road
Weston Super Mare, UK						—						1,838						5,151						2,724						2,554						7,159						2,167						2013						2011						141b Milton Road
Wheaton, MD						—						3,864						3,790						—						3,864						3,788						715						2018						1961						11901 Georgia Avenue
Whippany, NJ						—						1,571						14,982						—						1,571						14,977						2,680						2018						2000						18 Eden Lane
Wichita, KS						—						860						8,873						—						860						8,873						3,340						2011						2012						10604 E 13th Street N
Wichita, KS						—						260						2,240						137						260						2,377						644						2015						1992						900 N Bayshore Drive
Williamsburg, VA						—						1,187						5,728						6						1,187						5,734						2,470						2018						2000						1811 Jamestown Road
Willoughby, OH						—						1,774						8,653						—						1,774						8,653						1,566						2018						1974						37603 Euclid Avenue
Wilmington, DE						—						1,376						13,454						—						1,376						13,450						2,358						2018						1998						700 1/2 Foulk Road
Wilmington, DE						—						2,843						36,959						—						2,843						36,948						6,228						2018						1988						5651 Limestone Road
Wilmington, DE						—						2,266						9,503						—						2,266						9,500						1,710						2018						1984						700 Foulk Road
Wilmington, NC						—						210						2,991						232						210						3,223						1,993						1999						1999						3501 Converse Drive
Wilmington, NC						—						400						15,355						592						400						15,947						4,581						2014						2012						3828 Independence Boulevard
Windsor, VA						—						1,148						6,514						7						1,148						6,521						2,771						2018						1999						23352 Courthouse Highway
Winson Green, UK						—						1,342						12,098						3,305						1,671						15,074						3,805						2015						2010						Clinton Street, Winson Green
Winson Green, UK						—						1,191						7,376						2,107						1,484						9,190						2,356						2015						2010						Clinton Street, Winson Green
Winston-Salem, NC						—						360						2,514						676						360						3,190						1,707						2003						1996						2980 Reynolda Road
Winter Garden, FL						—						1,110						7,937						—						1,110						7,937						2,807						2012						2013						720 Roper Road
Winter Garden, FL						—						3,238						21,486						—						3,238						21,486						1,158						2023						1984						15204 W Colonial Drive
Winter Springs, FL						—						1,152						14,826						—						1,152						14,822						2,570						2018						1999						1057 Willa Springs Drive
Witherwack, UK						—						689						5,049						2,237						958						7,017						2,126						2013						2009						Whitchurch Road
Wolverhampton, UK						—						1,149						4,876						2,348						1,596						6,777						2,071						2013						2011						378 Prestonwood Road
Woodstock, VA						—						594						5,108						5						594						5,113						1,882						2018						2001						803 S Main Street
Worcester, MA						—						3,500						54,099						—						3,500						54,099						21,324						2007						2009						101 Barry Road
Wyncote, PA						5,149						—						—						15,871						1,115						14,756						602						2011						1962						8100 Washington Lane
Yardley, PA						—						773						14,918						—						773						14,914						2,735						2018						1995						493 Stony Hill Road
Yardley, PA						—						1,561						9,442						—						1,561						9,439						2,060						2018						1990						1480 Oxford Valley Road
Yarnton, UK						—						4,659						16,964						—						4,659						16,964						92						2024						2024						Sandy Lane
York, PA						—						976						9,357						—						976						9,354						1,667						2018						1972						200 Pauline Drive
York, PA						—						1,050						4,212						—						1,050						4,210						888						2018						1983						2400 Kingston Court
York, PA						—						1,121						7,586						—						1,121						7,584						1,445						2018						1979						1770 Barley Road
York, UK						—						2,359						6,585						2,449						3,005						8,388						2,294						2014						2006						Rosetta Way, Boroughbridge Road
Youngsville, NC						—						380						10,689						175						380						10,864						3,096						2014						2013						100 Sunset Drive
Zephyrhills, FL						—						2,131						6,671						—						2,131						6,669						1,335						2018						1987						38220 Henry Drive
Triple-net Total						$	335,554					$	902,057					$	6,873,404					$	1,127,313					$	986,273					$	7,881,025					$	1,719,431

135

---

Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2024
(Dollars in thousands)
												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Outpatient Medical:
Addison, IL						$	—					$	102					$	19,089					$	525					$	102					$	19,614					$	3,593					2018						2012						303 W Lake Street
Agawam, MA						—						1,072						4,544						688						1,072						5,232						1,495						2019						2005						230-232 Main Street
Allen, TX						—						726						14,196						3,143						726						17,339						8,215						2012						2006						1105 N Central Expressway
Alpharetta, GA						—						476						14,757						938						476						15,695						6,495						2011						2003						11975 Morris Road
Alpharetta, GA						—						1,862						—						—						1,862						—						—						2011						1900						940 N Point Parkway
Alpharetta, GA						—						548						17,103						1,670						548						18,773						9,296						2011						2007						3300 Old Milton Parkway
Alpharetta, GA						—						773						18,902						1,319						773						20,221						10,869						2011						1993						3400-a Old Milton Parkway
Alpharetta, GA						—						1,769						36,152						2,582						1,769						38,734						20,702						2011						1999						3400-c Old Milton Parkway
American Fork, UT						6,268						2,769						7,688						862						2,769						8,550						1,009						2023						2004						1159 E 200 N
Ann Arbor, MI						—						4,234						30,085						104						4,234						30,189						5,131						2021						2016						4350 Jackson Road
Ann Arbor, MI						—						4,044						15,915						646						4,044						16,561						3,450						2021						2014						4200 Whitehall Drive
Anna, TX						—						3,050						—						540						3,590						—						18						2022						1900						1029 W White Street
Appleton, WI						—						1,881						7,540						1,333						1,881						8,873						2,000						2019						2004						5320 W Michael Drive
Appleton, WI						—						3,782						18,003						2,452						3,782						20,455						4,456						2019						2005						2323 N Casaloma Drive
Arcadia, CA						—						5,408						23,219						7,586						5,637						30,576						16,879						2006						1984						301 W Huntington Drive
Arlington, TX						—						82						18,243						1,560						82						19,803						7,942						2012						2012						902 W Randol Mill Road
Arlington, TX						—						1,785						8,926						559						1,785						9,485						759						2023						2014						3533 Matlock Road
Arlington Heights, IL						—						1,233						2,826						834						1,233						3,660						1,293						2020						1997						1632 W Central Road
Atlanta, GA						—						4,931						18,720						10,194						5,387						28,458						17,371						2006						1991						755 Mount Vernon Highway
Atlanta, GA						—						—						43,425						3,629						—						47,054						20,405						2012						2006						5670 Peachtree-dunwoody Road
Atlanta, GA						—						1,947						24,248						4,968						2,172						28,991						13,716						2012						1984						975 Johnson Ferry Road
Austin, TX						—						1,066						10,112						—						1,066						10,112						3,074						2017						2017						5301-b Davis Lane
Austin, TX						—						1,688						5,865						950						1,688						6,815						1,955						2019						2015						5301-a Davis Lane
Baltimore, MD						—						4,490						28,667						2,981						4,490						31,648						5,729						2019						2014						1420 Key Highway
Batavia, OH						—						30						9,929						1,741						30						11,670						1,274						2023						2006						2055 Hospital Drive
Beaumont, CA						—						7,555						28,294						3,117						7,555						31,411						2,114						2023						2009						81 S Highland Springs Avenue
Beaumont, TX						—						—						12,115						—						—						12,115						479						2022						2023						3010 Harrison Avenue
Bellevue, NE						—						—						16,680						279						—						16,959						8,143						2010						2010						2510 Bellevue Medical Center Drive
Bend, OR						—						16,516						28,429						5,872						16,516						34,301						7,615						2019						2001						1501 NE Medical Center Drive
Berkeley Heights, NJ						—						49,555						79,091						13,715						49,555						92,806						17,856						2019						1978						1 Diamond Hill Road
Beverly Hills, CA						—						20,766						40,730						5,308						20,766						46,038						15,057						2015						1946						9675 Brighton Way
Beverly Hills, CA						—						18,863						1,192						654						18,885						1,824						1,147						2015						1955						415 N Bedford Drive
Beverly Hills, CA						—						19,863						31,690						4,067						19,863						35,757						10,977						2015						1946						416 N Bedford Drive
Beverly Hills, CA						—						32,603						28,639						8,079						32,603						36,718						11,436						2015						1950						435 N Bedford Drive
Beverly Hills, CA						—						52,772						87,366						9,555						52,772						96,921						27,036						2015						1989						436 N Bedford Drive
Birmingham, AL						—						90						34,349						4,430						90						38,779						3,582						2022						1994						513 Brookwood Boulevard
Birmingham, AL						—						40						34,096						4,392						40						38,488						3,535						2022						1985						2006 Brookwood Medical Center Drive

(Dollars in thousands)
												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land						Building & Improvements						Cost Capitalized Subsequent to Acquisition						Land						Building & Improvements						Accumulated Depreciation(1)						Year Acquired						Year Built						Address
Outpatient Medical:
Birmingham, AL						—						60						42,792						5,507						60						48,299						4,469						2022						1979						2022 Brookwood Medical Center Drive
Birmingham, AL						—						50						20,514						2,649						50						23,163						2,144						2022						1975						2018 Brookwood Medical Center Drive
Boca Raton, FL						—						109						34,002						6,375						214						40,272						21,050						2006						1995						9970 S Central Park Boulevard
Boca Raton, FL						—						31						12,312						1,731						251						13,823						6,294						2012						1993						9960 S Central Park Boulevard
Bridgeton, MO						—						450						21,221						1,526						450						22,747						11,362						2010						2006						12266 De Paul Drive
Bridgeton, MO						—						1,701						6,228						1,309						2,390						6,848						2,579						2017						2008						3440 De Paul Lane
Brooklyn, NY						—						—						—						104,937						—						104,937						12,226						2015						2021						4813 9th Avenue
Burleson, TX						—						10						12,611						2,040						10						14,651						6,944						2011						2007						12001 South Freeway
Burnsville, MN						—						—						31,596						3,739						—						35,335						13,961						2013						2014						14101 Fairview Drive
Canton, MI						—						1,168						14,561						208						1,168						14,769						2,449						2021						2004						49650 Cherry Hill Road
Cape Coral, FL						—						2,273						12,169						2,026						2,273						14,195						2,632						2021						1995						2721 Del Prado Boulevard
Carmichael, CA						—						1,957						9,521						2,001						1,957						11,522						2,150						2022						1970						6620 Coyle Avenue
Cary, NC						—						2,816						10,645						1,959						2,816						12,604						4,106						2019						2007						540 Waverly Place
Cedar Park, TX						—						132						23,753						8,109						132						31,862						12,173						2017						2014						1401 Medical Parkway, Building 2
Chapel Hill, NC						—						488						2,242						365						488						2,607						582						2019						2010						100 Perkins Drive
Chapel Hill, NC						—						1,970						8,874						144						1,970						9,018						2,502						2018						2007						6011 Farrington Road
Chapel Hill, NC						—						1,970						8,925						151						1,970						9,076						2,611						2018						2007						6013 Farrington Road
Chapel Hill, NC						—						5,681						25,035						531						5,681						25,566						6,688						2018						2006						2226 N Carolina Highway 54
Charlotte, NC						—						10						23,265						2,756						10						26,021						7,018						2019						1971						1900 Randolph Road
Charlotte, NC						—						30						59,039						9,840						30						68,879						18,408						2019						1994						1918 Randolph Road
Charlotte, NC						—						40						40,533						6,096						40						46,629						11,848						2019						1989						1718 E Fourth Street
Charlotte, NC						—						1,746						8,378						1,863						1,746						10,241						3,133						2019						1998						309 S Sharon Amity Road
Charlotte, NC						—						—						—						93,565						15,678						77,887						11,846						2018						2021						1237 Harding Place
Charlotte, NC						—						—						22,949						169						—						23,118						2,110						2021						2021						830 Kenilworth Avenue
Charlotte, NC						—						—						—						58,058						11,783						46,275						6,225						2018						2021						1225 Harding Place
Cherry Hill, NJ						—						1,844						4,635						961						1,844						5,596						617						2022						1965						8 Ranoldo Terrace
Chesapeake, VA						—						1,146						2,702						733						1,146						3,435						519						2023						1981						110 Wimbledon Square
Chicopee, MA						—						6,078						13,793						2,202						6,078						15,995						4,911						2019						2005						444 Montgomery Street
Chula Vista, CA						—						1,114						14,902						881						1,114						15,783						3,248						2019						2008						971 Lane Avenue
Chula Vista, CA						—						1,075						6,828						479						1,075						7,307						1,534						2019						2006						959 Lane Avenue
Cincinnati, OH						—						—						17,880						777						2						18,655						7,507						2012						2013						3301 Mercy Health Boulevard
Cincinnati, OH						—						537						9,719						1,078						537						10,797						2,413						2019						2001						4850 Red Bank Expressway
Clarkson Valley, MO						—						—						35,592						1,239						—						36,831						21,341						2009						2010						15945 Clayton Road
Clear Lake, TX						—						—						13,882						11,856						2,319						23,419						3,453						2013						2014						1010 S Ponds Drive
Clinton, MI						—						1,138						824						5						1,138						829						437						2021						1987						11775 Tecumseh-Clinton Highway
Clyde, NC						—						1,433						21,099						967						1,433						22,066						3,836						2019						2012						581 Leroy George Drive
College Station, TX						—						1,111						7,456						28						1,111						7,214						579						2021						2021						1204 Copperfield Parkway
Columbia, MD						—						23						33,885						8,359						9,353						32,914						16,881						2015						1982						5450 & 5500 Knoll N Drive
Columbia, MD						—						12,159						72,636						2,472						12,159						75,108						18,015						2018						2009						10710 Charter Drive
Columbia, MD						—						2,333						19,232						2,150						2,333						21,382						9,907						2012						2002						10700 Charter Drive
Columbia, MO						—						438						12,426						1,742						438						14,168						3,333						2019						1994						1601 E Broadway
Columbia, MO						—						488						15,702						1,418						488						17,120						4,673						2019						1999						1605 E Broadway
Columbia, MO						—						199						22,289						3,493						199						25,782						5,709						2019						2007						1705 E Broadway
Coon Rapids, MN						—						—						26,679						3,230						—						29,909						12,365						2013						2014						11850 Blackfoot Street NW
Costa Mesa, CA						16,474						22,033						24,332						5,786						22,033						30,118						10,467						2017						2007						1640 Newport Boulevard
Dade City, FL						—						1,211						5,511						—						1,211						5,511						2,461						2011						1998						13413 US Highway 301
Dallas, TX						—						122						15,418						628						122						16,046						5,426						2013						2014						8196 Walnut Hill Lane
Dallas, TX						—						6,086						18,007						6,988						6,542						24,539						8,103						2018						2010						10740 N Central Expressway
Danbury, CT						—						2,382						25,403						406						2,414						25,777						2,946						2021						2019						40 Old Ridgebury Road
Danbury, CT						—						914						10,844						156						926						10,988						1,287						2021						2010						226 White Street
Danbury, CT						—						4,209						22,740						424						4,306						23,067						3,470						2021						2017						2 Riverview Drive
Decatur, GA						—						743						2,572						599						743						3,171						413						2023						1976						484 Irvin Court
Decatur, GA						—						1,465						2,524						565						1,465						3,089						518						2023						1971						465 Winn Way
Decatur, GA						—						963						2,423						593						963						3,016						565						2023						1971						487 Winn Way
Decatur, GA						—						1,505						2,053						559						1,505						2,612						440						2023						1976						495 Winn Way
Decatur, GA						—						1,485						1,529						430						1,485						1,959						493						2023						1976						497 Winn Way
Decatur, GA						—						1,355						2,892						739						1,355						3,631						642						2023						1976						500 Irvin Court
Deerfield Beach, FL						—						2,408						7,809						1,331						2,540						9,008						4,919						2011						2001						1192 E Newport Center Drive
Delray Beach, FL						—						1,882						34,767						4,627						2,449						38,827						24,183						2006						1985						5130-5150 Linton Boulevard
Des Peres, MO						6,554						1,014						14,248						1,196						1,014						15,444						1,871						2023						1979						1010 - 1090 Old Des Peres Road
Dunkirk, MD						—						259						2,263						962						259						3,225						969						2019						1997						10845 Town Center Boulevard
Durango, CO						—						—						—						426						—						426						6						2023						1900						1785 Nighthorse Circle
Durham, NC						—						1,403						23,788						2,251						1,403						26,039						5,275						2019						2000						120 William Penn Plaza
Durham, NC						—						1,751						42,391						2,037						1,751						44,428						7,642						2019						2004						3916 Ben Franklin Boulevard
El Paso, TX						—						677						17,075						3,492						1,254						19,990						9,811						2006						1997						2400 Trawood Drive
Elgin, IL						—						1,634						9,443						1,814						1,753						11,138						2,906						2020						2004						745 Fletcher Drive
Elmhurst, IL						—						41						39,562						730						41						40,292						8,630						2018						2011						133 E Brush Hill Road
Elyria, OH						—						3,263						27,163						1,416						3,263						28,579						5,614						2019						2008						303 Chestnut Commons Drive
Enola, PA						—						3,286						8,135						689						3,286						8,824						885						2023						2020						1824 Good Hope Road
Escondido, CA						—						2,278						19,724						2,062						2,278						21,786						4,749						2019						1994						225 E 2nd Avenue
Everett, WA						—						4,842						26,010						417						4,842						26,427						13,830						2010						2011						13020 Meridian Avenue S
Fall River, MA						—						2,738						15,380						2,349						2,738						17,729						1,357						2023						1975						235 Hanover Street
Fenton, MO						—						958						27,485						1,215						958						28,700						12,429						2013						2009						1011 Bowles Avenue
Fenton, MO						—						369						13,911						459						369						14,370						5,854						2013						2009						1055 Bowles Avenue
Florham Park, NJ						—						8,578						61,779						—						8,578						61,779						13,690						2017						2017						150 Park Avenue
Flower Mound, TX						—						737						9,276						1,117						737						10,393						3,703						2015						2014						2560 Central Park Avenue
Flower Mound, TX						—						4,164						27,027						2,822						4,164						29,849						11,658						2014						2012						4370 Medical Arts Drive
Flower Mound, TX						—						4,620						—						—						4,620						—						—						2014						1900						Medical Arts Drive
Fort Washington, PA						—						2,015						16,104						2,877						2,015						18,981						4,067						2020						1980						467 Pennsylvania Avenue
Fort Worth, TX						—						462						26,020						2,432						462						28,452						10,832						2012						2012						10840 Texas Health Trail
Fort Worth, TX						—						401						6,099						9,036						2,805						12,731						4,164						2014						2007						7200 Oakmont Boulevard
Fort Worth, TX						—						1,790						5,082						51						1,790						5,133						717						2021						1983						2001 W Rosedale Street
Fort Worth, TX						—						2,462						7,891						1,651						2,462						9,542						531						2023						2022						9750 Hillwood Parkway
Frederick, MD						—						1,065						6,817						769						1,065						7,586						2,131						2019						1979						194 Thomas Johnson Drive
Frederick, MD						—						1,930						18,311						1,894						1,930						20,205						4,689						2019						2006						45 Thomas Johnson Drive
Fresno, CA						—						1,497						11,896						1,163						1,497						13,059						2,950						2019						2004						1105 E Spruce Avenue
Gardendale, AL						—						1,150						8,162						499						1,150						8,661						2,460						2018						2005						2217 Decatur Highway
Garland, TX						—						4,952						30,151						3,091						4,952						33,242						8,506						2019						2018						7217 Telecom Parkway
Gastonia, NC						—						569						1,638						55						569						1,693						633						2019						2000						934 Cox Road
Gig Harbor, WA						—						80						30,810						2,776						80						33,586						11,052						2010						2009						11511 Canterwood Boulevard NW
Glendale, CA						—						70						41,837						4,101						70						45,938						8,955						2019						2008						1500 E Chevy Chase Drive
Gloucester, VA						—						2,128						9,169						454						2,128						9,623						2,585						2018						2008						5659 Parkway Drive
Goodyear, AZ						—						4,128						9,122						958						4,128						10,080						1,231						2023						1997						140 N Litchfield Road
Grand Prairie, TX						—						981						6,086						547						981						6,633						3,497						2012						2009						2740 N State Highway 360
Grapevine, TX						—						—						5,943						4,831						2,081						8,693						3,584						2014						2002						2040 W State Highway 114
Grapevine, TX						—						3,365						15,669						6,141						3,365						21,810						9,240						2014						2002						2020 W State Highway 114
Greenville, SC						—						1,790						4,421						1,865						1,790						6,286						3,120						2019						1987						10 Enterprise Boulevard
Harrisburg, NC						—						1,347						2,652						587						1,360						3,226						1,346						2019						2012						9550 Rocky River Road
Hattiesburg, MS						—						3,155						31,155						4,498						3,155						35,653						7,535						2019						2012						3688 Veterans Memorial Drive
Haymarket, VA						—						1,250						26,621						3,554						1,250						30,175						6,846						2019						2008						15195 Heathcote Boulevard
Henderson, NV						—						2,587						5,376						475						2,587						5,851						1,311						2019						2002						2825 Siena Heights Drive
Henderson, NV						—						7,372						22,172						3,604						7,372						25,776						6,238						2019						2005						2845 Siena Heights Drive
Henderson, NV						—						5,492						18,448						2,457						5,492						20,905						4,483						2019						2005						2865 Siena Heights Drive
Highland, IL						—						—						8,834						117						—						8,951						3,284						2012						2013						12860 Troxler Avenue
Hopewell Junction, NY						—						2,164						4,659						693						2,164						5,352						1,157						2019						1999						10 Cranberry Drive
Hopewell Junction, NY						—						2,316						4,525						812						2,316						5,337						1,047						2019						2015						1955 NY-52
Houston, TX						—						9,550						—						—						9,550						—						15						2011						1900						FM 1960 & Northgate Forest Drive
Houston, TX						—						5,837						33,128						19,199						5,837						52,327						18,510						2012						2005						15655 Cypress Woods Medical Drive
Houston, TX						—						—						—						21,373						2,988						18,385						2,340						2016						2019						13105 Wortham Center Drive
Houston, TX						—						3,688						13,313						132						3,688						13,445						6,700						2012						2007						10701 Vintage Preserve Parkway
Houston, TX						—						1,099						1,604						96,280						12,815						86,168						31,414						2012						1998						2727 W Holcombe Boulevard
Houston, TX						—						377						13,726						819						377						14,545						3,541						2018						2011						20207 Chasewood Park Drive
Houston, TX						—						2,351						7,980						1,025						2,351						9,005						1,958						2020						2013						11476 Space Center Boulevard
Houston, TX						—						—						—						9,039						1,292						7,747						292						2022						2023						2940 Eldridge Parkway
Howell, MI						—						2,000						13,928						697						2,001						14,624						4,426						2016						2017						1225 S Latson Road
Howell, MI						—						579						4,428						13						579						4,441						857						2021						2019						202 W Highland Road
Humble, TX						—						—						9,941						8,558						1,702						16,797						2,470						2013						2014						8233 N Sam Houston Parkway E
Huntersville, NC						—						—						41,055						9,272						—						50,327						9,710						2019						2004						10030 Gilead Road
Independence, MO						—						762						3,480						704						762						4,184						901						2020						2007						19401 E 37th Terrace Court S
Jackson, MI						—						607						17,367						1,279						668						18,585						7,343						2013						2009						1201 E Michigan Avenue
Jacksonville, FL						—						3,562						24,379						4,628						3,562						29,007						7,629						2019						2006						10475 Centurion Parkway N
Jacksonville, FL						—						1,113						10,970						1,389						1,113						12,359						2,771						2020						2000						5742 Booth Road
Jefferson City, TN						—						109						16,035						1,368						109						17,403						3,830						2019						2001						120 Hospital Drive
Joliet, IL						4,576						1,460						6,445						1,089						1,460						7,534						794						2023						1980						330 Madison Street
Jonesboro, GA						—						567						15,146						1,384						567						16,530						4,144						2019						2009						7813 Spivey Station Boulevard
Jonesboro, GA						—						627						15,844						1,627						627						17,471						3,952						2019						2007						7823 Spivey Station Boulevard
Jupiter, FL						—						2,252						11,415						6,723						2,639						17,751						10,480						2006						2001						550 Heritage Drive
Jupiter, FL						—						2,825						5,858						2,341						3,036						7,988						4,734						2007						2004						600 Heritage Drive
Kalamazoo, MI						—						—						13,193						—						—						13,193						1,807						2020						2021						2520 Robert Jones Way
Katy, TX						—						—						11,530						8,499						—						20,029						1,509						2019						2020						2510 W Grand Parkway N
Katy, TX						—						2,025						7,557						1,255						2,025						8,812						1,750						2020						2016						21502 Merchants Way
Katy, TX						—						3,699						12,701						2,909						3,699						15,610						4,225						2020						2006						1331 W Grand Parkway N
Knoxville, TN						—						199						43,771						4,830						199						48,601						9,768						2019						2012						1926 Alcoa Highway
LA Jolla, CA						—						12,855						32,658						3,639						12,936						36,216						13,524						2015						1989						4150 Regents Park Row
LA Jolla, CA						—						9,425						26,525						4,465						9,494						30,921						11,037						2015						1988						4120 & 4130 La Jolla Village Drive
La Jolla, CA						—						20,324						33,675						6,061						20,324						39,736						6,532						2022						1985						4180 La Jolla Village Drive
Lacey, WA						—						1,751						10,383						700						1,751						11,083						2,694						2018						1971						2555 Marvin Road NE
Lake Saint Louis, MO						—						240						14,249						733						240						14,982						7,300						2010						2008						400 Medical Drive
Lakeway, TX						—						—						—						1,204						1,204						—						—						2007						1900						Lohmans Crossing Road
Las Vegas, NV						—						2,319						4,612						3,889						2,319						8,501						4,408						2006						1991						2870 S Maryland Parkway
Las Vegas, NV						—						433						4,928						1,270						433						6,198						2,999						2007						1997						1776 E Warm Springs Road
Las Vegas, NV						—						4,180						20,064						2,913						4,180						22,977						4,432						2020						2017						9880 W Flamingo Road
Las Vegas, NV						—						5,864						22,502						3,070						5,864						25,572						4,621						2020						2017						4980 W Sahara Avenue
Lawrenceville, NJ						—						2,691						3,739						5,186						2,691						8,925						1,600						2022						1975						2 Princess Road
Lawrenceville, NJ						—						1,410						5,932						976						1,410						6,908						407						2023						2019						2A Princess Road
Lawton, OK						—						40						3,362						586						40						3,948						349						2023						1985						5604 SW Lee Boulevard
Lawton, OK						—						90						8,774						777						90						9,551						762						2023						2008						5606 SW Lee Boulevard
League City, TX						—						—						—						9,373						1,150						8,223						383						2022						2023						3625 E League City Parkway
Little Rock, AR						—						3,021						20,095						1,980						3,021						22,075						6,776						2019						2014						6119 Midtown Avenue
Los Alamitos, CA						—						39						18,635						4,102						39						22,737						10,212						2007						2003						3771 Katella Avenue
Lowell, MA						—						3,016						9,663						1,274						3,016						10,937						3,204						2011						2020						839 Merrimack Street
Loxahatchee, FL						—						1,340						6,509						1,715						1,440						8,124						5,033						2006						1993						12989 Southern Boulevard
Loxahatchee, FL						—						1,553						4,694						2,181						1,650						6,778						4,133						2006						1994						12983 Southern Boulevard
Loxahatchee, FL						—						1,637						5,048						1,574						1,719						6,540						3,848						2006						1997						12977 Southern Boulevard
Lubbock, TX						—						2,286						66,022						6,917						2,286						72,939						12,314						2019						2006						4515 Marsha Sharp Freeway
Lynbrook, NY						23,856						10,028						37,319						4,322						10,028						41,641						9,951						2018						1962						444 Merrick Road
Madison, WI						—						3,670						24,615						4,034						3,671						28,648						5,980						2019						2012						1102 S Park Street
Margate, FL						—						219						8,743						838						219						9,581						2,222						2019						2004						2960 N State Road 7
Marietta, GA						—						2,682						20,053						2,180						2,703						22,212						9,937						2016						2016						4800 Olde Towne Parkway
Mars, PA						—						1,925						8,307						1,533						1,925						9,840						2,554						2020						2006						6998 Crider Road
Matthews, NC						—						10						32,108						2,517						10						34,625						7,506						2019						1994						1450 Matthews Township Parkway
Menasha, WI						—						1,374						13,861						3,735						1,384						17,586						6,728						2016						1994						1550 Midway Place
Merced, CA						—						—						13,772						1,159						—						14,931						7,334						2009						2010						315 Mercy Avenue
Meridian, ID						—						3,206						23,619						6,856						3,206						30,475						6,904						2019						2009						3277 E Louise Drive
Mesa, AZ						—						3,158						5,588						1,122						3,158						6,710						1,174						2020						2016						1910 S Gilbert Road
Mesa, AZ						—						3,889						5,816						1,257						3,889						7,073						1,332						2020						2016						1833 N Power Road
Milan, MI						—						1,216						6,487						126						1,216						6,613						1,127						2021						2008						870 E Arkona Road
Mission Hills, CA						—						—						42,276						8,470						4,791						45,955						18,872						2014						1986						11550 Indian Hills Road
Missouri City, TX						—						1,360						7,146						—						1,360						7,143						1,492						2015						2016						7010 Highway 6
Mobile, AL						—						2,759						25,180						1,185						2,759						26,365						5,962						2018						2003						6144 Airport Boulevard
Monroeville, PA						—						1,544						10,012						1,907						1,544						11,919						3,229						2020						1979						2550 Mosside Boulevard
Moorestown, NJ						—						6						50,896						5,115						362						55,655						23,550						2011						2012						401 Young Avenue
Mount Juliet, TN						—						1,566						11,697						2,921						1,601						14,583						8,035						2007						2005						5002 Crossings Circle
Mount Kisco, NY						—						12,632						46,294						5,917						12,632						52,211						9,520						2019						1996						90 - 110 S Bedford Road
Mount Vernon, IL						—						—						24,892						1,442						—						26,334						11,862						2011						2012						2 Good Samaritan Way
Muncie, IN						—						1,435						8,836						1,293						1,435						10,129						1,458						2023						2006						3631 N Morrison Road
Munster, IN						—						201						4,157						588						201						4,745						634						2023						1990						7847 Calumet Avenue
Munster, IN						—						2,790						10,170						1,872						2,790						12,042						2,232						2023						1961						7905 Calumet Avenue
Murrieta, CA						—						—						47,190						1,687						—						48,877						27,319						2010						2011						28078 Baxter Road
Murrieta, CA						—						3,800						—						—						3,800						—						—						2014						1900						28078 Baxter Road
Myrtle Beach, SC						—						1,357						3,131						1,057						1,357						4,188						1,590						2019						1996						8170 Rourk Street
Nampa, ID						—						3,439						18,648						2,933						3,439						21,581						4,173						2019						2017						1510 12th Avenue
Naperville, IL						—						1,067						3,421						810						1,067						4,231						595						2023						1999						1012 W 95th Street
Naperville, IL						—						1,576						9,288						1,554						1,576						10,842						1,392						2023						1989						1020 E Ogden Avenue
New Milford, CT						—						1,006						3,541						38						1,019						3,566						686						2021						1995						131 Kent Road
New Milford, CT						—						2,033						6,819						151						2,060						6,943						1,330						2021						1995						131 Kent Road
Newburgh, NY						—						9,213						28,300						4,079						9,213						32,379						5,213						2019						2015						1200 NY-300
Newburyport, MA						—						3,104						18,492						1,816						3,104						20,308						4,658						2019						2008						One Wallace Bashaw Jr. Way
Newtown, CT						—						2,176						9,140						878						2,205						9,989						1,750						2021						2015						164 Mount Pleasant Road
Newtown, CT						—						3,039						9,364						127						3,079						9,451						1,962						2021						2016						170 Mount Pleasant Road
Niagara Falls, NY						—						1,433						10,891						953						1,721						11,556						7,899						2007						1995						6932 - 6934 Williams Road
Niagara Falls, NY						—						454						8,362						426						454						6,708						4,899						2007						2004						6930 Williams Road
Norfolk, VA						—						1,138						23,416						5,871						1,182						29,243						7,209						2019						2014						155 Kingsley Lane
North Canton, OH						—						2,518						21,523						2,946						2,518						24,469						4,356						2019						2014						7442 Frank Avenue
North Easton, MA						—						2,336						17,936						2,537						2,336						20,473						4,670						2019						2007						15 Roche Brothers Way
North Easton, MA						—						2,882						14,463						1,891						2,882						16,354						3,829						2019						2008						31 Roche Brothers Way
Norwood, OH						—						1,017						5,642						1,025						1,017						6,667						2,061						2019						2006						4685 Forest Avenue
Novi, MI						—						895						34,573						4,264						896						38,836						8,580						2019						2008						26750 Providence Parkway
Oklahoma City, OK						—						216						19,135						373						216						19,508						8,075						2013						2008						535 NW 9th Street
Oxford, NC						—						478						4,724						380						478						5,104						1,197						2019						2011						107 E McClanahan Street
Pasadena, TX						—						1,700						8,009						5,653						1,700						13,662						2,823						2012						2013						5001 E Sam Houston Parkway S
Pearland, TX						—						1,500						11,253						12,130						1,500						23,383						3,623						2012						2013						2515 Business Center Drive
Pearland, TX						—						9,594						32,753						191						9,807						32,731						12,422						2014						2013						11511 Shadow Creek Parkway
Phoenix, AZ						—						1,149						48,018						16,179						1,149						64,197						37,847						2006						1998						2222 E Highland Avenue
Phoenix, AZ						—						199						3,967						1,677						199						5,644						1,305						2019						1980						9225 N 3rd Street
Phoenix, AZ						—						109						2,134						1,244						109						3,378						598						2019						1986						9327 N 3rd Street
Phoenix, AZ						—						229						5,442						1,353						229						6,795						1,688						2019						1994						9100 N 2nd Street
Pinckney, MI						—						1,708						3,816						79						1,708						3,895						1,066						2021						2020						10200 Dexter-Pinckney Road
Plano, TX						—						793						83,209						9,991						793						93,200						38,936						2012						2005						6020 W Parker Road
Plantation, FL						—						8,563						10,666						7,353						8,575						18,007						11,854						2006						1997						851-865 SW 78th Avenue
Pleasanton, CA						—						6,748						25,065						4,992						6,748						30,057						5,035						2022						2001						5860 Owens Drive
Plymouth Meeting, PA						—						4,047						9,442						1,570						4,047						11,012						1,271						2022						2002						4060 Butler Pike
Port Orchard, WA						—						2,810						22,716						1,468						2,810						24,184						5,711						2018						1995						450 S Kitsap Boulevard
Porter, TX						—						3,746						15,119						—						3,746						15,119						1,860						2018						2019						25553 US Highway 59
Poughkeepsie, NY						—						2,144						32,820						4,327						2,144						37,147						5,908						2019						2008						2507 South Road
Poughkeepsie, NY						—						4,035						26,001						4,479						4,035						30,480						4,368						2019						2010						30 Columbia Street
Poughkeepsie, NY						—						6,513						23,787						4,111						6,513						27,898						4,516						2019						2006						600 Westage Drive
Poughkeepsie, NY						—						5,128						18,080						2,704						5,128						20,784						3,438						2019						2012						1910 South Road
Prince Frederick, MD						—						229						25,905						2,101						229						28,006						5,682						2019						2009						130 Hospital Road
Prince Frederick, MD						—						179						12,243						1,715						179						13,958						3,488						2019						1991						110 Hospital Road
Raleigh, NC						—						8,255						25,589						5,256						8,255						30,845						4,394						2022						2005						8300 Health Park
Rancho Mirage, CA						—						7,292						13,214						2,428						7,292						15,642						4,123						2019						2005						72780 Country Club Drive
Redmond, WA						—						5,015						26,697						1,163						5,017						27,858						15,188						2010						2011						18100 NE Union Hill Road
Richmond, VA						—						2,969						26,697						4,908						3,090						31,484						14,719						2012						2008						7001 Forest Avenue
Richmond, TX						—						2,000						9,118						9,782						2,000						18,900						2,180						2015						2016						22121 FM 1093 Road
Richmond, TX						—						—						—						29,765						2,868						26,897						56						2023						1900						23337 Southwest Freeway
Roanoke, TX						—						—						—						6,514						1,582						4,932						31						2024						1900						740 S Highway 377
Rockwall, TX						—						132						17,197						1,102						132						18,299						7,474						2012						2008						3142 Horizon Road
Rolla, MO						—						1,931						47,639						1,347						1,931						48,986						23,169						2011						2009						1605 Martin Spring Drive
Rome, GA						—						99						29,846						2,265						99						32,111						6,883						2019						2005						330 Turner McCall Boulevard
Roseville, MN						—						2,963						18,785						4,400						2,963						23,185						5,266						2019						1994						1835 W County Road C
Roxboro, NC						—						368						2,327						209						368						2,536						604						2019						2000						799 Doctors Court
Ruston, LA						—						1,214						19,717						1,788						1,214						21,505						2,216						2023						1984						1200 S Farmerville Street
Sacramento, CA						—						—						—						45,885						10,160						35,725						1,007						2024						1990						1201 Alhambra Boulevard
Saint Louis, MO						—						336						17,247						3,612						336						20,859						11,337						2007						2001						2325 Dougherty Ferry Road
Saint Louis, MO						2,547						1,085						3,624						289						1,085						3,913						494						2023						1971						5000 Manchester Avenue
Saint Louis, MO						3,845						1,460						4,826						1,401						1,460						6,227						1,293						2023						1980						8888 Ladue Road
Saint Louis, MO						10,611						2,180						14,613						2,847						2,180						17,460						2,845						2023						1980						555 N New Ballas Road
Saint Paul, MN						—						2,706						39,507						2,620						2,701						42,132						19,818						2011						2007						435 Phalen Boulevard
Saint Paul, MN						—						49						37,695						1,008						49						38,703						12,739						2014						2006						225 Smith Avenue N
San Antonio, TX						—						3,050						12,073						405						3,050						12,478						3,418						2016						2017						5206 Research Drive
San Antonio, TX						—						2,915						11,473						3,576						2,915						15,049						3,502						2019						2006						150 E Sonterra Boulevard
Santa Clarita, CA						—						—						2,338						21,324						5,364						18,298						6,874						2014						1976						23861 McBean Parkway
Santa Clarita, CA						—						—						28,384						4,937						5,295						28,026						9,705						2014						1998						23929 McBean Parkway
Santa Clarita, CA						—						278						185						11,594						11,872						185						325						2014						1996						23871 McBean Parkway
Santa Clarita, CA						—						295						39,284						297						295						39,581						12,443						2014						2013						23803 McBean Parkway
Santa Clarita, CA						—						—						20,618						2,905						4,457						19,066						6,467						2014						1989						24355 Lyons Avenue
Santa Fe, NM						—						—						—						56,104						8,452						47,652						496						2023						1900						4200 Beckner Road
Seattle, WA						—						4,410						38,428						1,103						4,410						39,531						22,733						2010						2010						5350 Tallman Avenue
Sewell, NJ						—						1,242						11,616						131						1,242						11,747						3,573						2018						2007						556 Egg Harbor Road
Shakopee, MN						—						508						11,412						1,204						509						12,615						6,632						2010						1996						1515 Saint Francis Avenue
Shakopee, MN						—						707						18,089						559						773						18,582						8,159						2010						2007						1601 Saint Francis Avenue
Shenandoah, TX						—						—						21,135						62						4,574						16,623						4,190						2013						2014						106 Vision Park Boulevard
Sherman Oaks, CA						—						—						32,186						5,576						3,121						34,641						12,840						2014						1969						4955 Van Nuys Boulevard
Silverdale, WA						—						3,451						21,176						12						3,451						21,188						5,547						2018						2004						2200 NW Myhre Road
Southborough, MA						—						4,911						30,473						7,183						4,911						37,656						2,238						2023						1987						24 - 32 Newton Street
Southlake, TX						—						3,000						—						—						3,000						—						—						2014						1900						Central Avenue
Southlake, TX						—						592						18,243						889						592						19,132						9,060						2012						2004						1545 E Southlake Boulevard
Southlake, TX						—						698						30,549						684						698						31,233						13,990						2012						2004						1545 E Southlake Boulevard
Southlake, TX						—						2,875						14,126						1,864						2,875						15,990						4,766						2019						2017						925 E Southlake Boulevard
Spokane, WA						—						1,276						22,357						5,494						1,276						27,851						3,782						2023						2004						601 W 5th Avenue
Spring, TX						—						4,425						93,784						1						4,425						93,785						2,807						2023						2023						22407 Holzwarth Road
Springfield, MA						—						2,721						5,698						1,011						2,721						6,709						2,157						2019						2012						305 Bicentennial Highway
Stafford, TX						—						3,389						14,292						—						3,389						14,292						744						2021						2022						11211 Nexus Avenue
Stockton, CA						—						4,966						14,412						2,445						4,966						16,857						4,001						2019						2009						2388 - 2488 N California Street
Strongsville, OH						—						15,997						—						67						16,064						—						—						2022						1900						16761 Southpark Center
Suffern, NY						—						653						37,255						2,322						696						39,534						19,024						2011						2007						257 Lafayette Avenue
Suffolk, VA						—						1,566						11,511						759						1,620						12,216						6,564						2010						2007						5838 Harbour View Boulevard
Sugar Land, TX						—						3,543						15,532						1						3,543						15,533						8,289						2012						2005						11555 University Boulevard
Sugar Land, TX						—						—						—						96,720						—						96,720						2,289						2024						2024						11555 University Boulevard
Sycamore, IL						—						1,113						12,910						2,473						1,113						15,383						2,878						2020						2002						1630 Gateway Drive
Tacoma, WA						—						—						64,307						—						—						64,307						31,997						2011						2013						1608 S J Street
Tampa, FL						—						4,319						12,234						—						4,319						12,234						4,826						2011						2003						14547 Bruce B Downs Boulevard
Tarzana, CA						—						6,115						15,510						4,561						6,115						20,071						4,285						2020						1986						5620 Wilbur Avenue
Timonium, MD						—						8,829						12,568						389						8,949						12,837						4,113						2015						2017						2118 Greenspring Drive
Towson, MD						—						2,654						10,627						3,939						2,654						14,566						1,821						2022						1992						8322 Bellona Avenue
Tustin, CA						—						3,345						541						577						3,345						1,118						683						2015						1976						14591 Newport Avenue
Tustin, CA						—						3,361						12,039						5,568						3,361						17,607						6,688						2015						1985						14642 Newport Avenue
Tyler, TX						—						2,903						104,300						10,625						2,903						114,925						19,019						2019						2013						1814 Roseland Boulevard
Tyler, TX						—						330						35,534						370						330						35,904						2,016						2021						2022						501 S Saunders Avenue
Van Nuys, CA						—						—						36,187						—						—						36,187						16,417						2009						1991						6815 Noble Avenue
Vicksburg, MS						—						853						12,584						1,291						853						13,875						2,198						2023						2015						2200 Highway 61 N
Voorhees, NJ						—						6,404						24,251						2,243						6,617						26,281						14,307						2006						1997						900 Centennial Boulevard
Voorhees, NJ						—						6						96,075						3,648						99						99,630						44,269						2010						2012						200 Bowman Drive
Waco, TX						—						160						2,594						2,770						628						4,896						1,774						2018						2000						6600 Fish Pond Road
Waco, TX						—						—						164						—						—						15						15						2018						1962						6612 Fish Pond Road
Waco, TX						—						—						113						—						—						10						10						2018						1961						6620 Fish Pond Road
Waco, TX						—						2,250						28,632						823						2,250						29,455						7,345						2018						1981						601 Highway 6 W
Washington, PA						—						3,981						31,706						621						3,981						32,327						8,372						2018						2010						100 Trich Drive
Washington, DC						—						21,898						47,415						16,678						21,898						64,093						10,044						2023						1972						2021 K Street NW
Wausau, WI						—						2,050						12,175						—						2,050						12,175						3,353						2015						2017						1901 Westwood Center Boulevard
Waxahachie, TX						—						—						18,784						89						303						18,570						6,619						2016						2014						2460 N I-35 E
Webster, TX						—						—						—						29,430						2,421						27,009						56						2023						1900						18833 Gulf Freeway
Webster, TX						—						1,961						63,358						9,876						2,620						72,575						1,927						2023						1900						18833 Eastfield Drive
Wellington, FL						—						—						—						19,909						326						19,583						10,842						2006						2000						10115 Forest Hill Boulevard
Wellington, FL						—						580						11,047						45						580						11,092						6,830						2007						2003						1395 State Road 7
Westlake Village, CA						6,360						2,487						9,776						955						2,487						10,731						2,761						2018						1989						1220 La Venta Drive
Westlake Village, CA						7,998						580						11,047						8,051						2,548						17,130						4,762						2018						1975						1250 La Venta Drive
Wharton, TX						—						64						1,433						171						64						1,604						268						2023						2000						2112 Regional Medical Drive
Wharton, TX						—						67						1,628						250						67						1,878						359						2023						2000						2112 Regional Medical Drive
Winston-salem, NC						—						2,006						6,542						2,632						2,006						9,174						2,714						2019						1998						2025 Frontis Plaza
Woodbridge, VA						—						346						16,534						83						346						16,617						3,727						2018						2012						12825 Minnieville Road
Wyandotte, MI						—						581						8,023						773						581						8,796						1,680						2020						2002						1700 Biddle Avenue
Ypsilanti, MI						—						3,615						12,696						413						3,615						13,109						2,147						2021						1989						4918, 4936, 4940, 4972, and 4990 W Clark Road
Yuma, AZ						—						1,592						9,589						1,289						1,592						10,878						2,999						2019						2004						2270 S Ridgeview Drive
Zephyrhills, FL						—						3,875						27,270						—						3,875						27,270						12,032						2011						1974						38135 Market Square Drive
Outpatient Medical Total						$	89,089					$	947,691					$	6,131,616					$	1,523,148					$	1,087,188					$	7,512,662					$	2,099,813

136

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Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2024
(Dollars in thousands)
												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
Description						Encumbrances						Land & Land Improvements						Buildings & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Buildings & Improvements						Accumulated Depreciation						Year Acquired						Year Built						Address
Assets Held For Sale:
Agawam, MA						$	—					$	880					$	16,112					$	—					$	—					$	3,025					$	—					2002						1993						1200 Suffield Street
Bellevue, WA						—						—						—						26,160						—						26,160						—						2021						1900						919 109th Avenue NE
Farmington Hills, MI						—						—						—						2,122						—						2,122						—						2022						1900						27815 Middlebelt Road
Highland Park, IL						—						2,820						15,832						—						—						4,900						—						2011						2012						1651 Richfield Avenue
Houston, TX						—						960						16,151						—						—						1,666						—						2011						1995						10225 Cypresswood Drive
Odessa, TX						—						346						3,506						—						—						245						—						2021						1954						311 W 4th Street
Scottsdale, AZ						—						2,500						3,890						—						—						5,880						—						2008						1998						9410 E Thunderbird Road
Shrewsbury, UK						—						—						—						982						—						982						—						2024						2023						Oteley Road
West Drayton, UK						—						—						—						6,886						—						6,886						—						2024						2000						Mill Road
Assets Held For Sale Total						$	—					$	7,506					$	55,491					$	36,150					$	—					$	51,866					$	—

137

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												Initial Cost to Company																		Gross Amount at Which Carried at Close of Period
						Encumbrances						Land & Land Improvements						Buildings & Improvements						Cost Capitalized Subsequent to Acquisition						Land & Land Improvements						Buildings & Improvements						Accumulated Depreciation (1)
Summary:
Seniors Housing Operating						$	2,042,580					$	2,691,130					$	23,420,021					$	6,501,381					$	3,197,957					$	29,362,814					$	6,807,019
Triple-net						335,554						902,057						6,873,404						1,127,313						986,273						7,881,025						1,719,431
Outpatient Medical						89,089						947,691						6,131,616						1,523,148						1,087,188						7,512,662						2,099,813
Construction in progress												—						1,219,720						—												1,219,720
Total continuing operating properties						2,467,223						4,540,878						37,644,761						9,151,842						5,271,418						45,976,221						10,626,263
Assets held for sale						—						7,506						55,491						36,150						—						51,866						—
Total investments in real property owned						$	2,467,223					$	4,548,384					$	37,700,252					$	9,187,992					$	5,271,418					$	46,028,087					$	10,626,263

(1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.

						Year Ended December 31,
						2024						2023						2022
												(in thousands)
Investment in real estate:
Beginning balance						$	46,338,171					$	41,000,766					$	37,605,747
Acquisitions and development						5,695,978						5,296,051						3,599,107
Improvements						857,546						517,682						476,017
Impairment of assets						(92,793)						(36,097)						(17,502)
Dispositions(1)						(1,170,195)						(688,370)						(97,102)
Foreign currency translation						(329,202)						248,139						(565,501)
Ending balance(2)						$	51,299,505					$	46,338,171					$	41,000,766
Accumulated depreciation:
Beginning balance						$	9,274,814					$	8,075,733					$	6,910,114
Depreciation and amortization expenses						1,632,093						1,401,101						1,310,368
Amortization of above market leases						4,922						5,658						3,991
Dispositions and other (1)						(316,685)						(237,280)						(38,327)
Foreign currency translation						31,119						29,602						(110,413)
Ending balance						$	10,626,263					$	9,274,814					$	8,075,733

(1) Includes property dispositions and dispositions of leasehold improvements which are generally fully depreciated. Additionally, during the year ended December 31, 2022, seven financing leases were classified as held for sale on our Consolidated Balance Sheet. During the year ended December 31, 2023, we executed a series of transactions that included the assignment of the leasehold interests in the properties to a newly formed tri-party unconsolidated joint venture and culminated in the closing of the purchase option by the joint venture. The transactions resulted in a gain from the loss of control and derecognition of the leasehold interests.

(2) The unaudited aggregate cost for tax purposes for real property equals $40,275,473,464 at December 31, 2024.

138

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Welltower Inc.
Schedule IV - Mortgage Loans on Real Estate
December 31, 2024
																		(in thousands)
Location						Interest Rate						Final Maturity Date						Periodic Payment Terms						Prior Liens						Face Amount of Mortgages						Carrying Amount of Mortgages						Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgages related to multiple properties located in:
United States - AZ, CA, SC						10.00%						2027						Interest until maturity; Interest paid-in-kind until maturity						$	—					$	468,095					$	459,211					$	—
United Kingdom						12.40%						2028						Interest until maturity; Interest paid-in-kind until maturity						—						767,848						745,978						—
United States - MT, NV, OR, SD, WA, WY						8.00%						2026						Interest only until maturity						—						40,000						39,277						—
United States - MT, NV, OR, SD, WA, WY						13.65%						2026						Interest only until maturity						—						170,000						166,929						—
First mortgages less than three percent of total:
United States - AZ, GA, KS, NV, NY, OH, SC, TX, UT, WA, Canada - ON						6% - 17.16%						2025 - 2034						N/A						N/A						N/A						109,108						—
Totals																								$	—					$	1,445,943					$	1,520,503					$	—

 

						Year Ended December 31,
						2024						2023						2022
Reconciliation of mortgage loans:						(in thousands)
Balance at beginning of year						$	1,043,252					$	697,906					$	877,102
Additions:
Advances on loans						513,380						313,877						33,555
Other additions (1)						84,886						39,768						49,932
Total additions						598,266						353,645						83,487
Deductions:
Collection of principal						(84,824)						(42,415)						(181,040)
Other deductions (2)						(15,608)						—						—
Change in allowance for credit losses and charge-offs						(5,858)						(4,706)						2,894
Total deductions						(106,290)						(47,121)						(178,146)
Change in balance due to foreign currency translation						(14,725)						38,822						(84,537)
Balance at end of year						$	1,520,503					$	1,043,252					$	697,906

(1) Includes interest added to principal. The year ended December 31, 2024 also includes existing loans for which a first mortgage interest was obtained.

(2) Includes loans satisfied by a conversion to real property owned.

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