Senior Unsecured Notes and Secured Debt

3 Months Ended

Mar. 31, 2025

At March 31, 2025, 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	$	89,404	$	1,349,404
2026	700,000		244,318		944,318
2027 (4,5)	1,882,470		358,379		2,240,849
2028 (6)	2,494,060		187,060		2,681,120
2029	2,085,000		417,569		2,502,569
Thereafter (7)	4,944,600		1,355,440		6,300,040
Total principal balance	13,366,130		2,652,170		16,018,300
Unamortized discounts and premiums, net	(20,717)		—		(20,717)
Unamortized debt issuance costs, net	(71,827)		(15,145)		(86,972)
Fair value adjustments and other, net	(54,384)		(132,370)		(186,754)
Total carrying value of debt	$	13,219,202	$	2,504,655	$	15,723,857

(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 3.79% and 3.94% as of March 31, 2025 and March 31, 2024, 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 4.08% and 4.62% as of March 31, 2025 and March 31, 2024, respectively. Gross real property value of the properties securing the debt totaled $7,186,280,000 at March 31, 2025.

(4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $173,850,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2025). 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 0.80% (5.22% at March 31, 2025) and adjusted Canadian Overnight Repo Rate Average plus 0.80% (3.85% at March 31, 2025), respectively.

(5) Includes $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $208,620,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2025).

(6) Includes £550,000,000 senior unsecured notes due 2028 (approximately $709,060,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2025).

(7) Includes £500,000,000 senior unsecured notes due 2034 (approximately $644,600,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2025).

The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Beginning balance	$	13,326,465	$	13,699,619

Debt extinguished	—		(1,350,000)

Effect of foreign currency	39,665		(21,530)
Ending balance	$	13,366,130	$	12,328,089

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 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 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 March 31, 2025, 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 March 31, 2025. The 2029 Exchangeable Notes were not exchangeable as of March 31, 2025. There were not any Exchangeable Notes presented for exchange during the three months ended March 31, 2025 and 2024.

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 March 31, 2025 and December 31, 2024 (dollars in thousands):


	March 31, 2025				December 31, 2024
	2028 Exchangeable Notes		2029 Exchangeable Notes		2028 Exchangeable Notes		2029 Exchangeable Notes
Principal	$	1,035,000	$	1,035,000	$	1,035,000	$	1,035,000
Less: unamortized debt issuance costs	14,454		17,407		15,622		18,422
Net carrying value included in senior unsecured notes	$	1,020,546	$	1,017,593	$	1,019,378	$	1,016,578

The following is a summary of our interest expense recognized related to the Exchangeable Notes for the three months ended March 31, 2025 and 2024 (dollars in thousands):


	Three Months Ended
	March 31, 2025				March 31, 2024
	2028 Exchangeable Notes		2029 Exchangeable Notes		2028 Exchangeable Notes
Contractual interest expense	$	7,116	$	8,086	$	7,116
Amortization of debt issuance costs	1,168		1,015		1,165
Total interest expense	$	8,284	$	9,101	$	8,281

The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Beginning balance	$	2,467,223	$	2,222,445

Debt issued	—		1,379
Debt assumed	316,869		—
Debt extinguished	(119,833)		(120,946)


Principal payments	(14,444)		(11,887)
Effect of foreign currency	2,355		(20,215)
Ending balance	$	2,652,170	$	2,070,776

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 March 31, 2025, we were in compliance in all material respects with all of the covenants under our debt agreements.