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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2025
 
 
Welltower Inc.
Welltower OP LLC
(Exact name of registrant as specified in its charter)
 
 
 
 
Welltower Inc.
 
Delaware
 
1-8923
 
34-
1096634
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
4500 Dorr Street, Toledo, Ohio
   
43615
(Address of principal executive offices)
   
(Zip Code)
 
Welltower OP LLC
 
Delaware
 
1-8923
 
88-
1538732
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
4500 Dorr Street, Toledo, Ohio
   
43615
(Address of principal executive offices)
   
(Zip Code)
Registrants’ telephone number, including area code: (419)
247-2800
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Welltower Inc.
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, $1.00 par value per share   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
Welltower OP LLC
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
4.800% Notes due 2028   WELL28   New York Stock Exchange
4.500% Notes due 2034   WELL34   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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.  ☐
 
 
 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Ten-Year
Executive Continuity and Alignment Program
On October 26, 2025, the board of directors (the “Board”) of Welltower Inc., a Delaware corporation (the “Company”), adopted the
Ten-Year
Executive Continuity and Alignment Program (the “10 Year Program”). The 10 Year Program is part of a broader reconfiguration of the Company’s executive compensation program, which includes new equity-based incentive awards and changes to the Company’s existing executive compensation programs, and is intended to be the Company’s primary executive compensation program for its executive leadership team for the next decade.
In considering and approving the 10 Year Program and the Executive LTIP Unit Awards (as described below), with the assistance of its advisors, the Board considered that it was in the best interests of the Company’s shareholders to establish a
10-year
executive compensation program designed to (i) encourage leadership continuity by retaining an executive team that has driven exceptional growth and investor confidence through their (a) capital allocation acumen, (b) creation of a data science platform, (c) focus on operations and asset management, (d) balance sheet management and (e) development of
top-tier
talent throughout the organization, (ii) closely align the executive team’s long-term interests with the Company’s shareholders, (iii) incentivize continued transformation and expansion for the Company to drive industry-leading returns to the Company’s shareholders, and (iv) further the long-term interests of the Company by aligning the realization of meaningful value in respect of awards granted pursuant to the 10 Year Program to the Company’s achievement of sustained growth and high performance levels. In adopting the 10 Year Program, the Board also considered the structure of the 10 Year Program as compared to the Company’s prior executive compensation programs.
Under the 10 Year Program, the Board has approved the grant of LTIP Units of Welltower OP LLC, a Delaware limited liability company and a majority-owned subsidiary of the Company (“Welltower OP”), to be granted effective October 30, 2025, to each of our named executive officers, Shankh Mitra (the Company’s Chief Executive Officer), Nikhil Chaudhri (the Company’s
Co-President
and Chief Investment Officer), Timothy McHugh (the Company’s
Co-President
and Chief Financial Officer), John Burkart (the Company’s Vice Chairman and Chief Operating Officer), and Matthew McQueen (the Company’s Chief Legal Officer and General Counsel) (collectively, the “Executives”), in each case subject to the applicable Executive’s continued employment with the Company through the grant date, the applicable Executive’s acceptance of the changes to such Executive’s compensation as described in greater detail below, and the applicable Executive’s entry into an award agreement and restrictive covenant agreement, as described in greater detail below (the “Executive LTIP Unit Awards”).
In connection with the adoption of the 10 Year Program, the Executives have agreed to receive no other compensation for the period from January 1, 2026, through December 31, 2035, other than $110,000 of annual base salary. Annual cash bonuses in respect of 2025 will be paid in the normal course based on actual performance and equity awards granted prior to October 30, 2025, will continue to vest in accordance with their terms (including the performance and market conditions associated with such awards), as amended by the Global Executive PSU Amendment, as described below. Additionally, as a condition to their receipt of the Executive LTIP Unit Awards, each Executive has entered into a restrictive covenant agreement that includes
non-competition
and
non-solicitation
obligations during employment with the Company and for a period of two years thereafter, as well as perpetual confidentiality and
non-disparagement
obligations.
The Executive LTIP Unit Awards are intended to qualify as “profits interests” for U.S. federal income tax purposes, and will be entitled to regular operating and liquidating distributions from Welltower OP to the extent that they are “Vested LTIP Units” and otherwise subject to certain restrictions set forth in the Welltower OP LLC Agreement and the Executive LTIP Unit Awards, and may become redeemable in accordance with the Welltower OP LLC Agreement.
 

All of the Executive LTIP Unit Awards will be subject to restrictions on transferability, certain punitive repurchase mechanisms, and clawback in certain circumstances.
One-half
of the Executive LTIP Unit Awards (the “Performance-Based LTIP Units”) will be “Unvested LTIP Units” at grant for purposes of the Welltower OP LLC Agreement, and will only become “Vested LTIP Units” for purposes of the Welltower OP LLC Agreement if certain predetermined performance milestones are achieved over a five-year performance period commencing on October 6, 2025, and ending on October 5, 2030 (the “Performance Period”), as described in greater detail below. However, no Executive LTIP Unit Awards will be subject to any service-based vesting conditions.
The following table shows the number of Executive LTIP Unit Awards that have been approved by the Board to be granted to each Executive on October 30, 2025, subject to the conditions described above, and further shows the
one-half
of the Executive LTIP Unit Awards that are not subject to achievement of predetermined performance milestones (the “Time-Based LTIP Units”) and the
one-half
of the Executive LTIP Unit Awards that are Performance-Based LTIP Units, at both target and maximum performance.
 
Name and Title
  
Time-Based LTIP

Units
  
Performance-Based

LTIP Units

(Target)
  
Performance-Based

LTIP Units
(Maximum)
  
Total Executive
LTIP Unit Award
(Target)
  
Total Executive
LTIP Unit Award
(Maximum)
Shankh Mitra
(Chief Executive Officer)
   2,485,146    2,485,146    6,212,866    4,970,293    8,698,012
Nikhil Chaudhri
(Co-President
and Chief Investment Officer)
   549,874    549,874    1,374,686    1,099,749    1,924,560
Timothy G. McHugh
(Co-President
and Chief Financial Officer)
   492,745    492,745    1,231,861    985,489    1,724,606
John F. Burkart
(Vice Chairman and Chief Operating Officer)
   285,649    285,649    714,122    571,298    999,771
Matthew G. McQueen
(Chief Legal Officer and General Counsel)
   271,367    271,367    678,416    542,733    949,783
One-half
of the Performance-Based LTIP Units are eligible to become Vested LTIP Units subject to the Company’s achievement of the market capitalization milestones in the table below over any 60 consecutive
calendar-day
period beginning on October 6, 2028, and ending on the final day of the Performance Period, with no interpolation between milestones. Shares of the Company’s common stock, par value $1.00 per Share (“Shares”) used for purposes of determining achievement of the market capitalization milestones that are attributable to new issuances under the Company’s
at-the-market
offering (ATM) program will be limited, with the intention that at least 50% of any increase in daily market capitalization that counts toward achievement of the milestones is attributable to Share price appreciation. Furthermore, regardless of achievement of the market capitalization milestones, no such Performance-Based LTIP Units will become Vested LTIP Units, and all such Performance-Based LTIP Units will be subject to forfeiture, unless the Company’s total shareholder return (“TSR”) is positive as of the end of the five-year Performance Period (the “Positive TSR Condition”).
 
% of Target
Performance
LTIP Units
Earned
  
Market Capitalization
Milestones*
 
 12.5%
   $ 10,000,000,000  
 25.0%
   $ 20,000,000,000  
 37.5%
   $ 30,000,000,000  
 50.0%
   $ 40,000,000,000  
 62.5%
   $ 50,000,000,000  
 75.0%
   $ 60,000,000,000  
 87.5%
   $ 70,000,000,000  
100.0%
   $ 80,000,000,000  
112.5%
   $ 90,000,000,000  
125.0%
   $ 100,000,000,000  
 
*
Market capitalization milestones and the applicable components thereof will be subject to adjustment for changes in the Company’s capitalization due to extraordinary corporate events, such as an acquisition of an unrelated third party in which the Company issues Shares as consideration for such acquisition, or a
spin-off.

One-half
of the Performance-Based LTIP Units are eligible to become Vested LTIP Units subject to the Company’s TSR relative to the TSR of each of the FTSE NAREIT Healthcare Index, the MSCI US REIT Index, and the S&P 500 Index (in each case, removing the Company from each index in calculating each index return, and with the TSR of each index return measured independently and weighted equally to the other indices), over the Performance Period relative to the applicable Relative Performance goal identified in the table below, with each TSR Tranche weighted as to 33.33% of the “% of Target Performance LTIP Units Earned” in the table below, and with linear interpolation for performance between performance goal levels.
 
% of Target
Performance
LTIP Units
Earned
  
Relative Performance

(Company Relative TSR vs.

index TSR)*
  0.0%
     0 bps
 20.8%
   100 bps
 41.7%
   200 bps
 62.5%
   300 bps
 83.3%
   400 bps
104.2%
   500 bps
125.0%
   600 bps
 
*
Compounded, annual return spreads.
Any Performance-Based LTIP Units that do not become Vested LTIP Units as described above will be forfeited.
The Executive LTIP Unit Awards that become redeemable under the Welltower OP LLC Agreement will not, except in the case of termination of employment with the Company under certain circumstances or a Change in Corporate Control (generally, as defined in the Company’s 2022 Amended and Restated Long-Term Incentive Plan (the “2022 Plan”)), be redeemable for Shares until October 31, 2030, at the earliest, at which point they will become redeemable in substantially equal monthly installments through September 30, 2035 (the “Redemption Period”).
At this time there are sufficient Shares available under the 2022 Plan for all Executive LTIP Unit Awards to be redeemed for Shares if Performance-Based LTIP Units became Vested LTIP Units at target performance levels. However, the Shares currently available under the 2022 Plan are not sufficient for all Executive LTIP Unit Awards to be redeemed for Shares if Performance-Based LTIP Units become Vested LTIP Units at maximum performance levels. Accordingly, if at the conclusion of the Performance Period, more than the target performance level of Performance-Based LTIP Units become Vested LTIP Units then, as the Executive LTIP Unit Awards become redeemable during the Redemption Period, it will be necessary for the Company to seek shareholder approval for an increase in the Share reserve under the 2022 Plan (or a successor shareholder-approved equity incentive plan of the Company), both in order to allow the Executive LTIP Unit Awards to be redeemable for Shares and to allow additional equity or equity-based incentive awards to be granted to Company employees and
non-employee
directors generally. If authorized Shares under the 2022 Plan (or a successor shareholder-approved equity incentive plan of the Company) are insufficient to effect such redemption, the Share redemption right will be suspended with respect to such Executive LTIP Unit Awards until there are sufficient Shares under the 2022 Plan (or successor shareholder-approved equity incentive plan of the Company) to allow such Executive LTIP Unit Awards to be redeemed for Shares.
As described above, prior to becoming redeemable, the Executive LTIP Unit Awards will be restricted and may not be sold or otherwise transferred by the applicable Executive, except pursuant to the Company’s exercise of its repurchase right described below. Upon a termination of an Executive’s employment with the Company for “cause” or a breach by the Executive of any restrictive covenants in favor of the Company, the full amount of the Executive LTIP Unit Award that has not become redeemable as of such time will be subject to clawback. Upon an Executive’s resignation other than for “good reason”, (i) any portion of the Executive LTIP Unit Award that is not then redeemable will be subject to an automatic delay of the Executive’s right to redeem the Executive LTIP Unit Award for Shares and restrictions with respect to future distributions thereon until (a) for Mr. Mitra, October 30, 2040 (i.e., 15 years following the grant date), and (b) for all other Executives, October 30, 2045 (i.e., 20 years following the grant date) (as applicable, the “Extended Hold Date”), and (ii) if the resignation occurs prior to the end of the Performance Period, Mr. Mitra’s Time-Based LTIP Units and all associated distributions will be subject to clawback through the end of the Performance Period, unless the Positive TSR Condition is satisfied. In addition, upon an Executive’s resignation other than for “good reason”, the Company will have the discretionary right, at any time until the applicable Extended Hold Date, to repurchase all or any portion of the Executive LTIP Unit Award that is not then redeemable at its fair market value at the time that the Company exercises the repurchase right, which may include discounts for lack of transferability through the applicable Extended Hold Date, lack of marketability due to the delay in redemption rights, time value of money and minority interest.
 

Upon a termination of an Executive’s employment with the Company without cause or by the Executive for “good reason”, (i) with respect to Mr. Mitra only, Mr. Mitra’s Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that Mr. Mitra was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date); and (ii) with respect to all other Executives, (a) the Time-Based LTIP Units will remain outstanding and become redeemable had such termination of employment not occurred, and (b) the Performance-Based LTIP Units will (1) if the termination occurs prior to the end of the Performance Period, remain outstanding and the number of earned Performance-Based LTIP Units that become Vested LTIP Units, if any, will be determined at the end of the Performance Period based on actual performance, (2) any portion of the Performance-Based LTIP Units that become redeemable following the termination of the Executive’s employment will be subject to an automatic delay of the redemption right until the Extended Hold Date, (3) distributions in respect of the Class A Common Units of Welltower OP underlying any portion of the Performance-Based LTIP Units that become Vested LTIP Units, if any, will be paid to the Executive at the end of the Performance Period (with respect to distributions that accumulated during the Performance Period) or as such distributions are made (with respect to distributions that are made after the end of the Performance Period), and (4) the Company will have the discretionary right, at any time until the applicable Extended Hold Date, to repurchase all or any portion of the Performance-Based LTIP Units that are subject to the delayed redemption right described in clause (2) at their fair market value at the time that the Company exercises such right, which may include discounts for lack of transferability through the applicable Extended Hold Date, lack of marketability due to the delay in redemption rights, time value of money and minority interest.
Upon a termination of an Executive’s employment with the Company due to the Executive’s death or “disability”, the Executive’s Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that the Executive was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date).
Upon a Change in Corporate Control, the Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, based on actual performance through the date of the Change in Corporate Control (with market capitalization milestones proportionately reduced to reflect the period of time through the date of the Change in Corporate Control, and subject to the requirement that the Positive TSR Condition be met at such time).
In connection with the adoption of the 10 Year Program, pursuant to the terms of the 2022 Plan, the Board approved an amendment to the 2022 Plan (the “2022 Plan Amendment”) clarifying that “Substitute Awards” under the 2022 Plan and awards of “Other Stock Unit Awards” in payment or redemption or otherwise in satisfaction of either “Performance Awards” under the 2022 Plan or of awards of LTIP Units or “Option Units” of Welltower OP, in each case will be exempt from the requirement that no portion of such awards may vest prior to the first anniversary of the grant date, but such requirement will otherwise remain applicable to other equity or equity-linked awards under the 2022 Plan.
As described above, effective as of October 30, 2025, in connection with the adoption of the 10 Year Program and as a condition to their receipt of the Executive LTIP Unit Awards, Mr. Mitra entered into an amendment to his Executive Employment Agreement with the Company (the “Employment Agreement Amendment”) and each Executive other than Mr. Mitra entered into a side letter with the Company and with Welltower OP (each such letter, an “Executive Side Letter” and collectively, “Executive Side Letters”). The Employment Agreement Amendment and the Executive Side Letters respectively provide that from January 1, 2026, through December 31, 2035, aside from an annual base salary of $110,000 and the Executive LTIP Unit Award, the applicable Executive will receive no additional or further compensation from the Company in respect of his services and that Mr. Mitra will waive his right to the severance protections under his Executive Employment Agreement with the Company.
Additionally, in connection with the adoption of the 10 Year Program, the Board approved a global amendment to all outstanding performance-based equity awards previously granted to the Executives under the 2022 Plan (the “Executive PSUs,” and such global amendment to the Executive PSUs, the “Global Executive PSU Amendment”) waiving only the continued service-based vesting conditions with respect to the Executive PSUs effective as of October 30, 2025. Except as expressly provided by the Global Executive PSU Amendment, all equity or equity-based awards held by the Executives and outstanding as of October 30, 2025, remain in effect in accordance with their terms, including the performance and market conditions associated with such awards.

Item 7.01 Regulation FD Disclosure.
On October 27, 2025, the Company issued a press release announcing the adoption of the 10 Year Program and the grant of the Executive LTIP Unit Awards. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K
(the “Report”).
The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No.
  
Description of Exhibit
99.1    Press Release, dated October 27, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WELLTOWER INC.
By:  
/s/ Matthew McQueen
Name:   Matthew McQueen
Title:   Chief Legal Officer and General Counsel
WELLTOWER OP LLC
By:  
/s/ Matthew McQueen
Name:   Matthew McQueen
Title:   Chief Legal Officer, General Counsel and Assistant Secretary
Dated: October 27, 2025
EX-99.1 2 d69789dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Welltower Announces a Transformative New Era to Maximize Long-Term Shareholder Returns

TOLEDO, Ohio, October 27, 2025 /PRNewswire/ —

 

   

“All-in” incentive structure encompassing all five Named Executive Officers to promote long-term continuity of Welltower management and alignment with shareholders

 

   

Intensifying Welltower’s focus on rental housing for a rapidly expanding seniors population through the execution of $23 billion of newly announced transaction activity, including $14 billion of acquisitions, primarily comprised of seniors housing communities, in addition to $7.2 billion of outpatient medical dispositions

 

   

Launch of “Welltower 3.0,” a new era focused on accelerating Welltower Business System-driven operational and technology transformation, reinforcing Welltower’s commitment to reinvent from within while prioritizing the experience of seniors housing residents and site-level employees

 

   

Appointed Jeff Stott, formerly with Extra Space Storage, as Welltower’s Chief Technology Officer

 

   

Redoubling Welltower’s commitment to driving operational excellence through reimagination of the technology ecosystem with the addition of proven leaders from industries with higher standards to form Welltower’s “Tech Quad”

 

   

Deepened economic alignment between Welltower shareholders and key operating partners via introduction of RIDEA 6.0 contracts and creation of the Welltower Fellowship Grant ($10 million annually) to honor the memory of Charles T. Munger and provide direct financial recognition to front-line staff at Welltower’s ten best performing seniors housing communities

 

   

Recent actions will meaningfully reinforce Welltower’s ability to deliver long-term compounding of per share growth for existing owners

Welltower Inc. (NYSE: WELL) (the “Company”) today announced a series of initiatives to strengthen its leadership team for the decade ahead and further align the interests of shareholders, operating partners, and management. The Company also announced key hires to intensify its focus on technology and innovation through the Welltower Business System (WBS) to further advance its mission of reinventing the seniors housing industry and amplify its industry leading growth.

Welltower’s Management Team Goes “All-In”

The Company announced today that the Board of Directors approved the Ten Year Executive Continuity and Alignment Program (or the “Program”) to secure the Company’s senior leadership, led by current CEO, Shankh Mitra, for the next decade. Under the Program, the Company’s five Named Executive Officers have agreed to receive no other compensation for the period from January 1, 2026, through December 31, 2035, other than $110,000 of annual base salary and a single, long-term equity-based incentive award that is in the form of units of the Company’s operating partnership, Welltower OP. The award is illiquid and will first become transferable starting in 2030 and will not become fully transferable until 2035. Further, one-half of the performance-based award will be subject to achievement of Welltower’s total shareholder return (TSR) relative to the TSR of the FTSE NAREIT Healthcare Index, the MSCI US REIT Index, and the S&P 500 Index, in addition to the Program’s market capitalization growth objectives, in each case over a five-year performance period. The Program is expected to be accretive to the Company’s FFO per share in 2026.


Kenneth Bacon, Chairman of the Board of Directors, said, “On behalf of the Board, I’m pleased to announce that we have secured the continuity of one of corporate America’s strongest management teams for the next decade. Under Shankh’s leadership, Welltower has transformed itself in all respects over the past 10 years, which includes the creation of win-win relationships with aligned operating partners, a sea change in its capital allocation philosophy, significant upgrade of talent, building of its regional densification strategy, and strengthening of operational acumen through WBS. Additionally, upon joining Welltower in 2016, his foresight regarding the impact of machine learning technology – both supervised and unsupervised learning – drove the development of Welltower’s industry-leading data science platform. Through the scale achieved from our data science capabilities, the company has closed or announced approximately $54 billion in acquisitions and $27 billion in dispositions over the past decade including $43 billion of acquisitions since Shankh took over as CEO, shaping not only the premier portfolio in the industry, but also one with a higher growth profile. While much has been discussed on what we completed, of equal importance is the discipline exercised in forgoing hundreds of billions of dollars of other opportunities. The team is comprised of first principle thinkers who are not distracted by Wall Street ‘noise’ or prevailing industry trends. They possess extraordinarily high standards, clarity of thought, and ‘uncommon common sense.”

“Perhaps Shankh’s most important contribution to the company, however, is fostering a culture of owners across the organization – not mangers with agency problems – who take extreme pride in their fiduciary responsibility to the Company’s shareholders. He has taken great personal pride in attracting, nurturing, and developing top-tier talent, allowing our team members to gain broad experience and amass strong track records. The Company’s unique culture and our world-class team’s execution have elevated Welltower to its position as the largest publicly traded real estate company globally by market capitalization as of the five year anniversary of Shankh’s tenure as CEO of Welltower.” Mr. Bacon continued, “Through both collective achievements and individual strengths, the team has earned recognition as some of the most respected and sought-after talent in the real estate industry. In that vein, the Board is acutely aware of the recent wave of retirements within leadership positions at leading public and private real estate firms, which are expected to accelerate in the coming years. Through today’s announcement, we are seeking to secure the continuity of this exceptional team, a reflection of the Board’s commitment to ensuring Welltower’s continued success years from now, and over the course of the next decade. As outlined in our Ground Rules document, Welltower operates with the mindset of a private partnership, emphasizing a five-year measurement period given our long-term business model. Following this construct, the company has delivered exceptional absolute and relative returns for its owners under Shankh’s leadership.”


     Welltower   Healthcare
REITs
  Relative
Results
  RMZ Index   Relative
Results
  S&P
500
  Relative
Results
  Nasdaq   Relative
Results

5 Years Ending October 5, 2025

     (ex-Welltower)     (ex-Welltower)          
   (1)   (2)   (1) – (2)   (3)   (1) – (3)   (4)   (1) – (4)   (5)   (1) – (5)

Average Annual Gain

   28.5%   3.2%   25.3%   7.0%   21.5%   16.2%   12.3%   15.9%   12.6%

Overall Gain

   249.9%   17.0%   232.9%   40.4%   209.5%   112.1%   137.8%   109.1%   140.8%

Mr. Bacon added, “Notably, the past five years have presented significant challenges for the real estate sector amid expansive macroeconomic and fundamental headwinds while technology-oriented companies thrived. Nonetheless, Welltower’s relative returns versus immediate peers in the health care real estate index, all real estate index, and broader market indices including the S&P 500 and NASDAQ, have been nothing short of remarkable. These returns have also been achieved while the company has meaningfully reduced risk across the enterprise. Management’s prudent deleveraging of the company’s balance sheet has culminated in a credit rating of ‘A-’ from S&P and ‘A3’ from Moody’s. Operational risk has likewise been reduced through the creation of the Welltower Business System, the hiring of hundreds of exceptional operating and asset management professionals, and the evolution of operator contracts designed to maximize alignment and flexibility.”

During the first five years of Mr. Mitra’s tenure as CEO, Welltower’s market capitalization has increased over fivefold—from roughly $22 billion to $117 billion. Going forward, one-half of the equity-based award granted under the Program will be ratably allocated among two performance goals, (i) the Company increasing market capitalization by, at maximum levels, an additional $100 billion over the next five years while maintaining positive TSR and (ii) the Company delivering TSR relative to each of the FTSE NAREIT Healthcare Index, the MSCI US REIT Index, and the S&P 500 Index with, at maximum levels, a 6% relative compound annual growth rate.

Mr. Bacon continued, “Importantly, the Program reflects the five principles that we have previously outlined regarding incentive design: (i) simple, (ii) significant, (iii) duration-matched, (iv) non-gameable, and (v) earned as a team. We believe the Program clearly embodies these tenets.”

“The Board would be remiss not to recognize Shankh’s exceptional leadership and sound judgment in the midst of the COVID-19 crisis, undoubtedly the most difficult time in Welltower’s history. During this critical period, Shankh not only took decisive actions to support our operating partners and seniors housing residents but also made bold capital allocation decisions, created win-win partnerships through operator realignments, developed the Welltower Business System and strengthened the balance sheet—all of which have laid the foundation for years of outsized growth and shareholder returns.”

Mr. Bacon concluded, “The Program underscores management’s conviction in Welltower’s future and creates extraordinary alignment with our shareholders. The bar has been set intentionally very high for the team—especially after the Company’s significant outperformance over the last 5 years—and it is ready.”


Mr. Mitra stated, “I am deeply grateful for the support of the Board of Directors and humbled for their consideration to lead Welltower into the next decade. While we believe our recent results and shareholder value creation to be somewhat satisfactory, we feel that the period ahead for this company— with a narrowing focus on operational excellence and technological transformation in housing for an aging population—holds even greater potential than the past 10 years. In fact, our executive leadership team is going all-in on this view.” He continued, “And, when everyone is all-in, not only do amazing things happen; the improbable things become possible. Everyone at our organization shows up to win. We have created a seamless web of deserved trust, shared sacrifice, unity of purpose, and mirrored reciprocation. These seemingly mundane qualities in the right combination create a leaping emergent effect of a culture where everyone is fully committed - we go all-in and stay all-in.”

He added, “Welltower’s future is extraordinarily bright. By maintaining a long attention span and narrowing our focus on what truly matters, we believe we are better positioned than ever to achieve our North Star: the long-term compounding of per share earnings and cash flow growth for our existing owners. We cannot be distracted, dissuaded, nor discouraged.”

Welltower 3.0

“After re-founding Welltower 10 years ago, and advancing to Welltower 2.0 from 2020-2025, we are now entering the next era of our journey: Welltower 3.0,” said Mr. Mitra. “With the foundation of WBS having been created under the leadership of John Burkart and with our announcement today on exiting operations of our outpatient medical business, we are now singularly focused on operations and technology transformation to elevate the experience of mature and older adults in our communities and that of site level employees. While our capital deployment opportunity set remains robust as evidenced by today’s announcement of $14 billion of acquisitions, we believe that as an operating company within a real estate wrapper, the continued evolution of our technology ecosystem through WBS is paramount to enhancing our growth trajectory. It is critical that we constantly re-invent ourselves from within or risk being disrupted from the outside.”

He continued, “Over the past decade, we’ve created the leading data science platform in the real estate sector which has played a key role in our rifle shot approach to capital allocation—one asset at a time. We have the team, infrastructure, and, most importantly, a data-driven mindset which will enable us to dramatically expand our operational acumen to deepen and widen our moat. Alongside our best-in-class operating partners, we seek to deliver an unparalleled experience for seniors housing residents and site level employees. And we believe that a singular focus on operations and technology on this niche segment of rental housing to be the fastest path to fulfilling this mission.”

Realignment and Expansion of Leadership Team for Next Phase of Growth

To further solidify Welltower’s leadership team for the decade ahead and to reflect the Company’s narrowing focus on WBS and its technology initiatives, the Company today announced a series of promotions, key hires, and organizational realignment.

“I am delighted to announce the promotion of Matthew Carrus, Andrew Cohen, Patrick Keppenne, Russ Simon, and Krishna Soma to Executive Vice President (EVP). These individuals have not only been instrumental in driving Welltower’s growth but also in shaping a culture of ‘decisive disruptors’ who believe we can reinvent seniors housing as an asset class. All of them also share two rare genetic qualities: a ‘delayed gratification’ gene referring to their instinctive bias towards sacrificing an immediate reward for a much larger gain tomorrow and a ‘fiduciary gene’ representing their innate desire to put the interests of our owners ahead of their own.”


Russ Simon has been promoted to the newly created role of EVP – Operations. Mr. Simon had previously served as SVP – Co-Head of US Investments and will assume direct responsibility for the Company’s Asset Management, Capital Planning, and Experiential Team functions. He will report to John Burkart and dedicate his efforts solely towards operations across Welltower’s 2,000+ communities upon closing of the Company’s announced transactions.

Andrew Cohen and Patrick Keppenne have been promoted to EVP – Investments. Mr. Cohen previously served as SVP – Co-Head of US Investments and Mr. Keppenne previously served as SVP – Investments. Both individuals, along with Eddy Cheung – EVP – International, will continue to lead Welltower’s day-to-day investment function but will also assume greater asset management responsibilities. Mr. Cohen and Mr. Keppenne will continue to report to Nikhil Chaudhri, Co-President and Chief Investment Officer.

Matthew Carrus and Krishna Soma have been promoted to EVP – Corporate Finance. Mr. Carrus previously served as SVP – Treasurer, Finance and Capital Markets and, going forward, will assume day-to-day oversight of the Company’s Tax and Accounting functions. Mr. Soma previously served as SVP – Corporate Finance and, going forward, will assume responsibility for the Company’s Capital Markets and Financial Planning & Analysis functions. Both will continue to report to Tim McHugh, Co-President and Chief Financial Officer. These changes will allow Mr. McHugh to focus more deeply on WBS, digital transformation initiatives, and innovation.

Welltower management is working with the board of directors on a long-term incentive and retention structure for the two existing and five newly promoted EVPs.

Technology, Data, Information, and Innovation – the Founding of Welltower’s Tech Quad

The Company today also announced the hiring and appointment of several proven technology and innovation executives to accelerate the reimagination of its technology ecosystem. This includes the hiring of Jeff Stott, an 11-year veteran of Extra Space Storage, as Chief Technology Officer. Tucker Joseph and Logan Grizzel have been appointed to the newly created roles of Chief Information Officer and Chief Innovation Officer, respectively. Together, these individuals in conjunction with our current Chief Data Officer, Swagat Banerjee, will form Welltower’s “Tech Quad.”

Mr. Mitra said, “At Welltower, we are obsessive in our focus on dogged, incremental, continuous improvement and innovation, with a relentless and single-minded pursuit of operational excellence. In this vein, we are thrilled to welcome Jeff, Tucker, and Logan, adding further talent to Welltower from industries with higher standards. Along with Swagat, our Tech Quad will drive all of the Company’s technology initiatives, including data science, digital transformation, and innovation, all in an effort to dramatically improve the resident and site level employee experience.”


Mr. Stott joins Welltower as Chief Technology Officer. He previously served as SVP, Head of Technology at Extra Space Storage, an S&P 500 company, with a portfolio spanning 4,000+ properties across the United States. During his 11-year tenure at Extra Space, the company’s footprint expanded nearly four-fold with Mr. Stott leading the complete re-creation of the company’s next-generation digital platform, including the development and migration of its property management, revenue management, and point-of-sale systems across thousands of self-storage properties. His work dramatically transformed the customer and employee experience through initiatives including online leasing, mobile access control, and CRM enhancement. Mr. Mitra commented, “Jeff’s background is especially relevant to Welltower as the seniors housing sector today closely resembles self-storage 15 years ago, when use of sophisticated technology was scarce. The self-storage industry has since undergone a tech-driven transformation, emerging as one of the most advanced real estate sectors from an operational technology standpoint, which Welltower seeks to emulate.”

Mr. Grizzel joins Welltower as Chief Innovation Officer with a corporate-venture focus on translating external innovation into scalable value across the portfolio. He joined the Company in August 2025, following his role as an Operating Partner at MUUS Climate Partners, a venture firm that backs companies at the intersection of technological innovation and decarbonization. Prior to that, Mr. Grizzel was CTO & Partner at Blackhorn Ventures, investing in entrepreneurs driving resource efficiency through engineering-based solutions. Earlier in his career, he held leadership roles at Navigant and spent over a decade at Toyota Motor Corp, where he spearheaded its alternative fuel, fuel cell, and mobility strategy, giving him a rare blend of investor rigor and operator credibility. Mr. Grizzel brings deep expertise in evaluating and scaling built world technologies, and in aligning investment decisions with operational execution. This background makes him uniquely suited to guide Welltower’s community-level technology initiatives to drive higher resident and employee satisfaction and shape the Company’s next-generation growth strategy. He holds a Bachelor of Science degree in Physics from the Georgia Institute of Technology.

Mr. Joseph has been appointed to the newly created position of Chief Information Officer. He joined Welltower earlier this year to shape the Company’s enterprise and data architecture. His career includes leadership positions at Clear Street, where he was technology lead for clearing and custody systems, and at Dover, where he developed data-driven recruiting platforms. Mr. Joseph also co-founded and scaled Mansa Gaming, architecting its cloud-native casino platform, and earlier built large-scale ad tech systems at Chartboost. He began his career as a product manager at SSI Health, working on EHR software. With deep technical expertise spanning cloud infrastructure, distributed systems, and high-performance compute platforms, Mr. Joseph brings a proven track record of designing and scaling complex systems that will be central to advancing Welltower’s technology transformation. He holds a Bachelor of Arts degree in Mathematics from the University of Pennsylvania.

Mr. Mitra continued, “The real estate sector, in general, and seniors living, in particular, has historically underutilized the real power of technology to improve day-to-day operations with a goal of enhancing the lives of residents and the workflow for site level employees. Housing for mature and older adults remains surprisingly tech poor despite its substantial TAM and the opportunity to positively impact the built environment for approximately 150 million people. With this team in place led by Jeff, Logan, Swagat and Tucker, we have immediately bolstered our ability to accelerate growth and innovation. At Welltower, we embrace the principle that efficiency is maximized when contrast is greatest: the hottest possible source paired with the coldest possible sink.”


Creating Additional Alignment Across Welltower’s Operating Partners: Introduction of RIDEA 6.0 and Welltower Fellowship Grant to Honor the Memory of Charles T. Munger

Welltower today announced the latest iteration of its RIDEA contract (6.0), creating even greater alignment between Welltower’s shareholders and key growth operators. Mr. Mitra said, “I am excited to announce that three of our largest operating partners, Cogir, Oakmont, and StoryPoint, will represent the founding class of one of Welltower’s most important changes in years. Beginning in 2026, these operators will be going ‘all-in’ alongside Welltower’s management and have elected to receive a significant portion of their incentive fee in the form of units of the Company’s operating partnership, Welltower OP, a reflection of their confidence in WBS and the growth trajectory of the Company.”

Mr. Mitra said, “Even as we redouble our commitment to operations and technology at the Welltower level, we recognize—more than ever—the importance of our premium operating partners on our business. Last mile interactions of family members, residents, and site level employees will always be at the core of our business. The goal of WBS is to bring system-level thinking to remove bottlenecks, streamline flow, and minimize friction from all these interactions and focus solely on areas where scalability creates a strategic advantage, while relying on our premier operating partners to solve the unremovable complexities that are inherent in our business. The changes in the RIDEA 6.0 model are designed to bring Welltower’s shareholders, management, and operating partners all-in as owners, not managers with agency problems.”

Additionally, the Company announced the creation of the Welltower Fellowship Grant to honor the memory of Charles T. Munger. The annual $10 million grant to our operating partners will be divided among Welltower’s ten best performing communities and payable solely to frontline workers in the form of Welltower stock. Team members who drive innovation to improve resident satisfaction and quality of care for seniors as well as achieving operational results and performance improvement goals will be eligible for these awards.

Mr. Mitra added, “We are pleased to announce the continued evolution of our RIDEA agreements, as previously described, with select operating partners. Through our RIDEA 3.0–5.0 contracts, we have already achieved strong financial alignment; now, by structuring incentive fees in Welltower operating partnership units, we are adding an even greater level of alignment between our operating partners and our owners. These partners have fully embraced WBS and our growth trajectory, and they remain crucial to the company’s long-term success.” Mr. Mitra continued, “In addition, the success of our communities—and the quality of the resident experience—relies heavily on the dedication of frontline employees. The Welltower Fellowship Grant will reward their unrelenting effort to provide the highest quality care and service to our seniors population. Community performance will be evaluated not only on financial results but also on resident satisfaction, underscoring their role as our primary KPIs for future success. Additionally, following one of the key tenets of incentive design, the grant is duration-matched, requiring recipients to hold the awarded stock for one year.”


He added, “Charlie consistently emphasized during his life that capitalism, when practiced with discipline and integrity, is the greatest system for human progress that can secure and uplift the economic livelihood of everyday people. We are introducing this fellowship to honor Charlie’s memory and to reflect his unmistakable belief in the power of capitalism to change people’s lives. By introducing this grant for front-line staff, aligning operator incentive fees with Welltower stock, and through the commitment by Welltower’s management team to go all-in through the Ten Year Executive Continuity and Alignment Program, we are establishing a new standard of stewardship, alignment, and shared purpose across all stakeholders.”

Mr. Mitra concluded, “The seniors housing sector remains in the midst of a cyclical upswing that we believe will persist well into the next decade. Beyond that, powerful secular tailwinds—most notably the rapid expansion of the 85+ population—will extend growth opportunities for many years to come. But we are most excited about the structural growth of the business, driven by the digital transformation reshaping the industry to meaningfully improve the experience and satisfaction of residents, their families, and site-level employees. We believe these changes will further enhance our ability to compound per share growth for our existing owners for decades ahead. Realizing this vision requires complete commitment. At Welltower, we believe the most powerful force on earth is the human soul on fire. We have built a culture of owners where our entire team is all-in, with everybody’s soul on fire.”

About Welltower Welltower Inc. (NYSE: WELL), an S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom, and Canada. Our portfolio of 2,000+ seniors and wellness housing communities are positioned at the intersection of housing and hospitality, creating vibrant communities for mature renters and older adults. We believe our real estate portfolio is unmatched, located in highly attractive micromarkets with stunning built environments. Yet, we are an unusual real estate organization as we view ourselves as an operating company in a real estate wrapper, driven by highly-aligned partnerships and an unconventional culture. Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business System—our end-to-end operating platform—we aspire to deliver long-term compounding of per share growth for our existing investors, our North Star.

More information is available at www.welltower.com. 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 Securities and Exchange Commission. The information on our website is not incorporated by reference in this press release and our web address is included as an inactive textual reference only.


Forward-Looking Statements and Risk Factors This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. These statements include, among other things, the Company’s statements regarding its plans to maximize long-term shareholder returns; management’s expectations regarding the success of its initiatives, including the Program, leadership realignment, operational and technology initiatives, and additional alignment across the Company’s operating partners; and the management’s outlook as to the Company’s future growth. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s 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 the economy; 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; 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; Welltower’s 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 Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower’s approach to artificial intelligence; Welltower’s ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower’s reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.