Real Property Acquisitions and Development

3 Months Ended

Mar. 31, 2026

Real Property Acquisitions and Development

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

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

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

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

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


	Three Months Ended
	March 31, 2026								March 31, 2025
	Seniors Housing Operating		Triple-net		Outpatient Medical		Totals		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals
Land and land improvements	$	104,860	$	20,880	$	40	$	125,780	$	176,983	$	88,247	$	19,320	$	284,550
Buildings and improvements	822,593		170,184		87,242		1,080,019		1,095,050		1,182,642		1,606		2,279,298
Acquired lease intangibles	38,966		—		10,576		49,542		139,005		7,084		656		146,745
Construction in progress	24,143		—		—		24,143		—		—		—		—
Real property held for sale	452		—		—		452		—		—		—		—
Right of use assets, net	2,794		—		1,222		4,016		3,032		18,389		2,783		24,204
Total net real estate assets	993,808		191,064		99,080		1,283,952		1,414,070		1,296,362		24,365		2,734,797
Receivables and other assets	4,811		—		18		4,829		15,237		—		59		15,296
Total assets acquired(1)	998,619		191,064		99,098		1,288,781		1,429,307		1,296,362		24,424		2,750,093
Secured debt	—		—		—		—		(289,721)		—		—		(289,721)
Lease liabilities	—		—		(1,081)		(1,081)		(3,032)		—		(1,699)		(4,731)
Accrued expenses and other liabilities	(18,047)		—		(440)		(18,487)		(28,507)		(10,233)		(1,589)		(40,329)
Total liabilities acquired	(18,047)		—		(1,521)		(19,568)		(321,260)		(10,233)		(3,288)		(334,781)
Noncontrolling interests	(782)		—		—		(782)		(2,545)		—		—		(2,545)
Non-cash acquisition related activity(2)	(13,879)		(52,966)		(91,637)		(158,482)		(163,627)		(240,075)		(20,107)		(423,809)
Cash disbursed for acquisitions	965,911		138,098		5,940		1,109,949		941,875		1,046,054		1,029		1,988,958
Construction in progress additions	103,303		—		354		103,657		100,242		—		31,328		131,570
Less: Capitalized interest	(8,165)		—		(284)		(8,449)		(9,595)		—		(1,925)		(11,520)
Accruals(3)	365		—		9,199		9,564		1,145		80		4,912		6,137
Cash disbursed for construction in progress	95,503		—		9,269		104,772		91,792		80		34,315		126,187
Capital improvements to existing properties	246,498		11,184		12,150		269,832		219,244		5,639		15,467		240,350
Total cash invested in real property, net of cash acquired	$	1,307,912	$	149,282	$	27,359	$	1,484,553	$	1,252,911	$	1,051,773	$	50,811	$	2,355,495

(1) Excludes $2,303,000 and $4,502,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2026 and 2025, respectively.

(2) For the three months ended March 31, 2026, relates to the acquisition of assets previously recognized as investments in unconsolidated entities and two properties reclassified from sales-type lease to operating lease (see Note 6 for further details). For the three months ended March 31, 2025, relates to the acquisition of assets previously recognized as investments in unconsolidated entities and the re-issuance of Welltower Inc. treasury shares in lieu of cash consideration.

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

Barchester Healthcare Acquisition

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

The transaction was accounted for using the acquisition method of accounting. We continue to finalize the valuation of the assets acquired and liabilities assumed and did not record significant measurement period adjustments during the three months ended March 31, 2026. 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, finalizing our review of certain net working capital assets acquired and liabilities assumed, as well as finalizing our review of the tax basis of the acquired assets and liabilities assumed in order to estimate the impact of the acquisition on deferred income taxes. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the date of acquisition. Please refer to Note 3 of the notes to the consolidated financial statements within our 2025 Annual Report on Form 10-K for additional information related to the Barchester acquisition.

Operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $238,782,000 of total revenue from such operations during the quarter ended March 31, 2026.

HC-One Group Acquisition

On October 24, 2025, we acquired all of the shares of HC-One Topco Limited (“HC-One”) via a share purchase agreement. HC-One operates 282 seniors housing properties in the U.K. including owned properties and leasehold interests. All properties continue to be managed by HC-One as of March 31, 2026 and are reported within our Seniors Housing Operating segment. Total consideration for the transaction, net of cash acquired, was $1,646,860,000, which includes $908,605,000 related to the settlement of existing contractual arrangements between us and HC-One and was primarily attributable to the settlement of our existing real estate loan receivable of $882,326,000, as well as the settlement of equity warrants and an equity interest previously held by us and resulted in reduced cash consideration.

Operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $289,149,000 of total revenue from such operations during the quarter ended March 31, 2026.

Pro Forma Financial Information

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


	Three Months Ended
	March 31, 2025
Pro forma revenues	$	2,889,227
Pro forma net income attributable to common stockholders	$	151,566

Per share data (diluted)
Net income attributable to common stockholders (as reported)	$	0.40
Net income attributable to common stockholders (pro forma)	$	0.23

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

Triple-net 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. The acquired properties were leased either to Avir Health Group or Aviata Health Group under long-term triple-net leases.

Significant Acquisitions Subsequent to March 31, 2026

On April 1, 2026, we acquired a Canadian portfolio of 34 seniors housing communities operated by Amica Senior Lifestyles for a purchase price of C$4.0 billion. In addition, we acquired ownership interests in four unconsolidated properties for C$38 million, representing our share of the real estate less secured debt. The April 1, 2026 transaction was funded through the assumption of C$567 million of secured debt, with the remaining funded with cash on hand. Additionally, we entered into forward purchase agreements to acquire five properties currently under development for C$1 billion, contingent upon completion of construction.

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


	Three Months Ended
	March 31, 2026		March 31, 2025
Development projects:
Seniors Housing Operating	$	78,014	$	132,210

Outpatient Medical	—		175,046
Total development projects	78,014		307,256
Expansion projects	—		106
Total construction in progress conversions	$	78,014	$	307,362