XML 19 R8.htm IDEA: XBRL DOCUMENT v3.25.3
Real Property Acquisitions and Development
9 Months Ended
Sep. 30, 2025
Real Estate [Abstract]  
Real Property Acquisitions and Development Real Property Acquisitions and Development 
The total purchase price for all properties acquired through asset acquisitions is allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. For properties acquired through business combinations, assets acquired, liabilities assumed and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Acquired lease intangibles primarily relate to assets in our Seniors Housing Operating portfolio and generally have amortization periods of one to two years.
Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs directly related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Transaction costs related to business combinations are expensed as incurred.
Our acquisitions of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties which could result in incremental payments in the future. Our policy is to recognize such contingent consideration with respect to asset acquisitions when the contingency is resolved and the consideration becomes payable. These amounts are included within the total net real estate assets section of the table below.
The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments.
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
 Nine Months Ended
 September 30, 2025September 30, 2024
Seniors Housing OperatingTriple-netOutpatient
Medical
TotalsSeniors Housing OperatingTriple-netOutpatient
Medical
Totals
Land and land improvements$359,679 $148,088 $19,337 $527,104 $208,219 $63,075 $10,160 $281,454 
Buildings and improvements2,221,761 2,052,242 1,343 4,275,346 1,446,475 621,378 34,481 2,102,334 
Acquired lease intangibles222,250 7,084 656 229,990 89,460 33,232 2,193 124,885 
Construction in progress— — — — 45,983 — — 45,983 
Real property held for sale175,262 48,753 — 224,015 — 297,000 — 297,000 
Right of use assets, net3,032 18,389 2,783 24,204 — — — — 
Total net real estate assets2,981,984 2,274,556 24,119 5,280,659 1,790,137 1,014,685 46,834 2,851,656 
Receivables and other assets22,536 13,556 59 36,151 9,592 1,118 112 10,822 
Total assets acquired(1)
3,004,520 2,288,112 24,178 5,316,810 1,799,729 1,015,803 46,946 2,862,478 
Secured debt(441,983)— — (441,983)(350,978)(465,820)— (816,798)
Lease liabilities(3,032)— (1,699)(4,731)— — — — 
Accrued expenses and other liabilities(63,171)(10,442)(1,589)(75,202)(19,752)(20,309)(182)(40,243)
Total liabilities acquired(508,186)(10,442)(3,288)(521,916)(370,730)(486,129)(182)(857,041)
Noncontrolling interests(5,620)— — (5,620)(25,787)— — (25,787)
Non-cash acquisition related activity(2)
(196,950)(531,281)(20,107)(748,338)(119,012)(191,532)— (310,544)
Cash disbursed for acquisitions2,293,764 1,746,389 783 4,040,936 1,284,200 338,142 46,764 1,669,106 
Construction in progress additions289,195 153 73,145 362,493 424,827 28 269,840 694,695 
Less: Capitalized interest(22,609)— (3,713)(26,322)(36,247)— (7,708)(43,955)
Accruals(3)
3,511 1,094 (6,795)(2,190)1,217 126 (19,572)(18,229)
Cash disbursed for construction in progress270,097 1,247 62,637 333,981 389,797 154 242,560 632,511 
Capital improvements to existing properties634,959 30,233 71,096 736,288 448,144 19,870 70,738 538,752 
Total cash invested in real property, net of cash acquired$3,198,820 $1,777,869 $134,516 $5,111,205 $2,122,141 $358,166 $360,062 $2,840,369 
(1) Excludes $5,239,000 and $33,577,000 of unrestricted and restricted cash acquired during the nine months ended September 30, 2025 and 2024, respectively.
(2) For the nine months ended September 30, 2025, relates to the acquisition of assets previously recognized as investments in unconsolidated entities, the re-issuance of Welltower Inc. treasury shares, the issuance of Welltower Inc. Class A common stock, acquired assets classified as held for sale and sold contemporaneously with the acquisition and deferred consideration in lieu of cash consideration. For the nine months ended September 30, 2024, primarily relates to 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 only partially funded at close and the $179,770,000 gain on acquisition of controlling interests described below.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.
Triple-net Acquisition
In February 2025, we acquired 48 skilled nursing facilities for a total purchase price of $990,908,000, which included $750,833,000 of cash consideration and $240,075,000 of common stock consideration. Additionally, in July and August 2025, we acquired 37 skilled nursing facilities for a total purchase price of $785,560,000, which included $543,106,000 of cash consideration and $242,454,000 of common stock consideration. The acquired properties were leased either to Avir Health Group or Aviata Health Group under long-term triple-net leases.
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"). Care UK operates 136 seniors housing properties including owned properties, leasehold interests and development properties. Total consideration for the transaction, net of cash acquired, was $841,546,000, of which $20,229,000 was paid in 2025. All properties continue to be managed by Care UK. Operations related
to the transaction are reported within our Seniors Housing Operating segment from the date of acquisition. We recognized $213,246,000 and $598,980,000 total revenue from such operations during the three and nine months ended September 30, 2025, respectively.
The transaction was accounted for as a business combination using the acquisition method of accounting. We finalized the valuation of the assets acquired and liabilities assumed as of September 30, 2025. During the nine months ended September 30, 2025, we recorded measurement period adjustments of $50,625,000, which were primarily related to our ongoing review of the valuation of the tangible and intangible assets and liabilities acquired and their related tax basis and resulted in an increase to net deferred tax liabilities and a corresponding increase to goodwill. The adjustment to deferred tax liabilities was applied retrospectively to the acquisition date and resulted in nominal incremental income tax benefit for the nine months ended September 30, 2025. Please refer to Note 3 of the notes to the consolidated financial statements within our 2024 Annual Report on Form 10-K for additional information related to the Care UK acquisition.
The following unaudited pro forma financial information presents consolidated financial information as if the transaction occurred on January 1, 2024. 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, except per share amounts):
Nine Months Ended
September 30, 2024
Pro forma revenues$6,281,432 
Pro forma net income attributable to common stockholders$809,081 
Per share data (diluted)
Net income attributable to common stockholders (as reported)$1.39 
Net income attributable to common stockholders (pro forma)$1.35 
Pro forma net income attributable to common stockholders and net income attributable to common stockholders per diluted share are impacted by the acquired lease intangibles that have a weighted average amortization period of 1.8 years.
Significant Joint Venture Transactions
On September 30, 2024, the Company, 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 variable interest entity ("VIE") and that we are its primary beneficiary; therefore, upon consolidation we recognized a gain of $179,770,000 in gains (losses) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income during the period ended September 30, 2024. The fair value of the assets acquired and liabilities assumed is included in the Triple-net segment in the table above.
Amica Senior Lifestyles Acquisition
In March 2025, we announced a definitive agreement to acquire a portfolio of 38 seniors housing communities and nine development parcels for aggregate consideration of C$4.6 billion. At closing, which is expected in early 2026, subject to customary closing conditions and regulatory approvals, we expect to assume C$567 million of secured debt with an average interest rate of 3.7%.
U.K. and U.S. Acquisitions Subsequent to September 30, 2025
In October 2025, we entered into definitive agreements and/or closed several acquisitions in the U.K. and U.S. These acquisitions include:
The acquisition in the U.K., through a series of transactions, of a portfolio of seniors housing real estate for approximately £5.2 billion, which includes approximately 6.6 million OP units. The portfolio consists of 111 properties held in a RIDEA structure managed by Barchester Healthcare, 152 properties subject to a triple-net lease with Barchester and 21 properties under development which will also be managed by Barchester in a RIDEA structure following development completion.
The acquisition of the HC-One Group portfolio in the U.K., which consists of 279 leased and owned seniors housing properties for approximately £1.2 billion. The properties will continue to be operated by HC-One Group and included in our Seniors Housing Operating segment. Our existing real estate loan receivable of £660 million, equity warrants
(see Note 12 for additional information) and equity interest were settled in conjunction with the transaction, resulting in reduced cash consideration.
We have closed or are under contract to close an additional $4.7 billion of seniors housing acquisitions. The acquisitions not yet closed are subject to customary closing conditions and regulatory approvals and expected to close during the fourth quarter or in 2026.
We are currently assessing the accounting for these fourth quarter transactions, including conclusions regarding whether these transactions represent business combinations or asset acquisitions.
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
 Nine Months Ended
 September 30, 2025September 30, 2024
Development projects:
Seniors Housing Operating
$742,491 $462,246 
Outpatient Medical
336,863 162,699 
Total development projects
1,079,354 624,945 
Expansion projects
— 20,229 
Total construction in progress conversions$1,079,354 $645,174