Welltower (WELL) Risk Factor Changes

We cannot predict how changes in the tax laws in the U.S.

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 o…

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 could be subject to changes in our U.S.

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.

Under the Code, no more than 25% (20% for taxable years beginning before January 1, 2026) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.

To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders.

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.

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.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 98.378% as of December 31, 2025.

Welltower is a holding company with no direct operations.

AI presents risks and challenges that could impact our business, including perceived breaches or privacy or security incidents related to the use of AI.

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

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.

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.

government for damages and costs it incurs in connection with the contamination.

In addition, laws, regulations and standards for tracking and reporting on sustainability matters remain inconsistent.

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

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 relat…

Our development, redevelopment and construction projects are vulnerable to the impact and have been impacted by material shortages, labor availability and rates, price volatility and inflation.

We invest in various development and redevelopment projects.

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.

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…

Health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings.

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 customa…

Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses.

We have operations in the U.K.

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 their bankruptcy or…

We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities.

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…

We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy.

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 serv…

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 condit…

the availability and 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 properti…

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 con…

We are subject to taxes in the U.S.

To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders.

competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do.

In addition, laws, regulations and standards for tracking and reporting on sustainability matters, including emissions, remain inconsistent and continue to evolve.

Investors and other stakeholders have become increasingly focused on understanding how companies address a variety of sustainability factors.

condition or results of operations may be adversely affected.

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 physic…

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…

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 ev…

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.

Health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings.

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 custom…

Further, our operations in the U.K.

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,…

We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities.

employees.

•elevating or increasing interest rates.

We are subject to taxes in the U.S.

recovery generally available to an owner of property.

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 trad…

certain limited approval and voting rights of Welltower OP’s other members as described in the Limited Liability Agreement.

As a result of the privacy laws to which we are subject, our facilities are generally restricted from sharing personal information with any other person, including the owner of a facility, unless certain requirements…

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 pen…

Statements regarding our sustainability goals and objectives reflect current plans and do not constitute a guarantee that such goals, targets or objectives will be achieved.

Some of our investors evaluate our sustainability-related business practices, commitments and third-party scores when making investment decisions.

Furthermore, we may face increased capital expenditures to support transitions to renewable energy sources or to meet “net zero” carbon targets, whether driven by national, state or local legislation or by broader mar…

Our business faces an evolving landscape of climate-related mandates.

While we believe our insurance coverage and that of our tenants is currently appropriate based on industry practice and consultant analysis, we remain subject to the risk that such coverage will not fully account for…

A significant number of our properties are located in regions particularly susceptible to severe weather conditions and natural disasters, including hurricanes, wildfires, earthquakes, tornadoes, floods and freeze eve…

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 suc…

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.

to a number of regulatory frameworks that may change over time, such as rules governing data protection, environmental compliance, competition, real estate and labor and employment rules.

The laws and regulations that apply to us and our operators, managers and tenants are complex and may change rapidly, or new laws and regulations that apply to us may be enacted.

We may be adversely affected by changing laws and regulation, including restrictions related to REIT ownership

Further, our operations are exposed to political, regulatory, economic, tax and operational risks that could materially adversely affect our business, financial condition and results of operations.

In the future, we may not be able to complete divestitures on terms favorable to us or at all.

We continually evaluate the performance of different facets of our business in connection with our business strategy and have and may in the future seek to divest all or part of our interest in certain portfolios or b…

Divestitures may materially affect our financial condition, results of operations or cash flows

We cannot assure you that we will achieve the economic benefit we expect from acquisition, investment, development, and redevelopment opportunities, which may lead to impairment of such assets and could have an advers…

The largest component of the transactions we announced in 2025 is the acquisition of a real estate portfolio of seniors housing communities in the U.K.

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,…

•Welltower’s holding company status.

•changes in legislation affecting REITs;

•divestitures may materially affect our financial condition, results of operations, or cash flows