Welltower Inc (WELL) 2025 Q4 法說會逐字稿

Hello, and welcome to the Welltower fourth-quarter 2025 earnings call. (Operator Instructions)

I would now like to turn the conference over to Matt McQueen, Chief Legal Officer. You may begin.

Thank you, and good morning. As a reminder, certain statements made during this call may be deemed forward-looking statements in the meaning of the Private Securities Litigation Reform Act. Although Welltower believes any forward-looking statements are based on reasonable assumptions, the company can give no assurances that its projected results will be attained. Factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the company's filings with the SEC.

And with that, I'll hand the call over to Shankh for his remarks.

Thank you, Matt, and good morning, everyone. This morning, I'll provide some high-level thoughts on the business, our recent capital allocation priorities and a recap of what proved to be a truly transformational year for our company.

2025 not only marked the 10-year anniversary of the refounding of our company by the current management, but also proved to be the most pivotal year in the company's history. We are pleased to have delivered 36% revenue growth, 32% EBITDA growth and 22% FFO per share growth while deleveraging our balance sheet and investing significantly into our future systems and talent. We launched our private funds management business, overhauled our internal and external incentive structure, made substantial progress on Welltower Business System initiatives and created our Tech Quad to take our technology journey to the next level.

However, these exceptional achievements made across the business are frankly in the rearview mirror, where our focus is firmly and intensely on what comes next. What truly excites us is the deliberate actions we took in 2025, which we believe will meaningfully amplify the trajectory and duration of our long-term per share growth.

These actions were part of a decade-long effort to transform our firm from a real estate deal shop when we arrived at the company to an operations and technology-first business, with the maniacal obsession of delighting residents and prioritizing site-level employee experience.

There are very few businesses in which the earning the trust of customer is more important than senior living. Each day, our team shows up with one question in mind, how do we support our best-in-class operators to Welltower Business System to provide a killer value proposition to residents, their families, and site-level employees whom the resident rely on every day. As an operating company in a real estate wrapper, it is of utmost importance that we get this right. Only then do we have a shot at achieving our North Star, the long-term compounding of per share growth for our existing investors.

Before providing some additional commentary on the events which led to this juncture, I'll quickly review our fourth quarter results. In terms of our senior housing operating portfolio, we ended the strongest year in our company's history with a high note, reporting 13th consecutive quarter in which same-store operating -- net operating income growth exceeded 20%.

Our organic revenue growth continues to hover around 10%, driven by 400 basis points of year-over-year occupancy gains and healthy rate growth. And as Tim will outline for you shortly, we expect another year of strong occupancy upside in 2026, along with strong pricing power.

Additionally, I would be remiss not to mention the continued outside expansion in operating margins, which increased by another 200 basis points -- 270 basis points in the fourth quarter. As John will describe to you shortly, we'll continue to see multiple opportunities to drive margins meaningfully higher in the coming years, including continued implementation of Welltower Business System, our proprietary operator tailored end-to-end operating platform.

Looking to 2026 and beyond, against a macro and geopolitical backdrop fraught with uncertainty, the end market demand for our product is highly visible and only expected to improve as the 80-plus population continues its pace of rapid growth. And with new construction remaining at trough levels and long-term interest rates and construction costs remain stubbornly high, we continue to feel good about the supply side. While demand/supply picture continues to improve each passing day, we're laser focused on execution at the granular level, alongside our operating partners with whom we stand shoulder to shoulder no matter what.

Despite the true joy and satisfaction of helping residents to live well, the underlying business of senior living is a hard one. Needs are very different and wants from residents to residents. And our predecessor company, HCN, entered into equity ownership post GFC from a historic lease or credit model without appreciating it was a completely different game.

For the last decade, the current management team completely overhauled this organization, turned over two-third of our asset base and operators, 90% of the people and transformed their contracts and so on and so forth. The transition has been and continue to be incredibly difficult. We built out a vertically integrated hardware plus software model to navigate this treacherous water.

The hardware is our best-in-class real estate that we curated over past decade. The software is comprised of WBS, along with the execution of our best-in-class operating partner ecosystem. We see the light at the end of the tunnel, but we still have a long ways to go even after almost two decades of accumulated battle scars and paying down taxes. This is not a complaint. The management team of this company, including yours truly, deliberately sought out this industry because it is a hard problem to solve, and our competition is forced to follow us in these difficult terrains.

This vertically integrated software plus hardware model aims to reduce latency across the stack of decision-making and putting network effect into operational execution. This directly feeds into our capital allocation flywheel, driving execution into high gear in 2025, which we are likely to observe again in 2026.

We ultimately completed nearly $11 billion of net investment activity for the year, consisting primarily of high-growth senior housing properties across all our regions, which are funded in large part through the sale of our outpatient medical business for $7.2 billion. We thus far sold the first four tranches of the portfolio for $5.8 billion, significantly ahead of our prior expectations, with the remainder set to close in the first half of the year.

And it's worth repeating that we are able to execute this massive capital rotation and a shift in our long-term growth profile without incurring any near-term earnings dilution. Historically, in the corporate world, these types of mix shifts to higher growth businesses from lower growth ones almost invariably comes with some degree of dilution as lower growth businesses generally trades at a lower multiple, a stark contrast to what we pulled off.

Importantly, we continue to be extremely discerning in our evaluation of prospective acquisition, having passed on billions of dollars of opportunities, we simply did not meet our criteria in terms of location, quality, operator contract or pricing. We recently saw some high-quality assets where we wouldn't sign even an NDA because they are encumbered by long-term management contracts, where in exchange for writing the entire equity check, you get the honor of sitting in second position on cash flow and had delivered a hope note that someone else will get it right. We do not buy assets with liens on them, which exactly what long-term management contracts are.

Nonetheless, we have started off 2026 with a bang with $5.7 billion of acquisitions and with [$2.5 billion] of new deals completed or under contract in just first six weeks of the year and a robust pipeline that can be described as granular, visible and highly actionable. Needless to say, 2026 is quickly shaping out to be another banger year for us in terms of acquisition activity.

Importantly, capital allocation does not solely involve acquisitions, but also include disposition activity to methodically shape the portfolio of future growth. It is not about here and now, but the duration of growth that will be the key determinant of our long-term success. And through these efforts, we have been able to intensify our focus on rental housing for rapidly aging population.

So in addition to the sale of our outpatient medical portfolio, which I mentioned earlier, we sold another $1.3 billion of portfolio of skilled nursing assets, which marks one of the most successful full circle transactions executed by our management team. We brought this portfolio as a part of UCP transaction in 2018, which is the only public-to-public M&A transaction executed by this management team.

As you are -- as most of you are aware, the period from 2020 to 2022 was exceptionally challenging for that sector, driven by the impacts of COVID pandemic and resulting labor shortage. However, due to the structure we created in 2018, including a [payment] guarantee, we did not lose a dollar of cash flow despite substantial cash flow deterioration incurred at the property level.

At that time, many folks had encouraged us to simply rip the band-aid off and dispose of this portfolio given the headache it was creating for us in the public market. Instead, we rolled up our sleeves to determine the best path forward for the portfolio and for our owners with a firm belief that volatility is not risk.

Ultimately, we embarked on an arduous process of recapitalizing this portfolio with Integra, which then brought its network of regional and local sharpshooters to turn the portfolio around. And over subsequent 3.5 years, the portfolio witnessed a massive $500 million rebound in cash flow, which we believe is close to stabilization.

The return achieved by the sale is a function of basis, structuring and sheer grit and tenacity displayed by our team to achieve the best possible outcome for our owners. I would note that the unlevered IRR of 25% and a 3.1 times unlevered money multiple achieved on this portfolio over seven years compares highly favorably to a proxy of public [EPS] with equities levered was delivered an approximately 10% to 11% return over the same time.

Collectively, these Board capital allocation moves, Board acquisitions and dispositions, have enabled us to remove organizational complexity and narrow our focus on senior housing with the goal of elevating the customer and employee experience through better operations at technology. At the same time, we fundamentally enhance the terminal growth rate of our enterprise.

Lastly, I'm pleased to announce the closing of Senior Housing Equity Fund I and the launch of Senior Housing Debt Fund I, our foray into capitalized businesses. Nikhil will provide you more details, but this business vertical represents a natural extension of our balance sheet strategy, allowing us to jump-start a significant capital allocation business. We're incredibly grateful to ADIA and our other LPs who have entrusted us with their capital in this new endeavor.

And with that, I'll turn it over to John.

Thank you, and good morning, everyone. As Shankh described, 2025 marked a truly transformational year for Welltower. Not only did we deliver another period of exceptional results, but we also witnessed the benefits of our Welltower Business System initiatives starting to bear fruit. As we discussed in the past, the backdrop for growth remains attractive, but our goal is to drive meaningful health for our owners through the full-scale modernization of the senior housing portfolio via WBS. More on that shortly.

In terms of our fourth quarter results, we delivered total portfolio same-store NOI growth of 15%, driven once again by another quarter of strong senior housing operating portfolio growth of 20.4%. Remarkably, this marks the 13th consecutive quarter in which SHO portfolio same-store NOI growth has exceeded 20%. Demand for our needs-based and private pay senior housing product continues to strengthen, as reflected by continued occupancy gains during the seasonally slower period of the year.

From a year-over-year perspective, the portfolio delivered another quarter of 400 basis points of occupancy growth, amongst the highest levels achieved in our history. And combined with healthy levels of rate growth, we achieved same-store revenue growth of 9.6%. Notably, top line growth was consistent across all three geographies and senior housing acuity levels.

With respect to expenses, we continue to see favorable trends across key line items. ExpPOR or unit expense growth increased 0.8%, one of the lowest levels achieved in our recorded history. As the spread between RevPOR and ExpPOR growth remains at historically wide levels, we were able to post another quarter of strong margin expansion of 270 basis points.

As Shankh mentioned, given the high fixed cost nature of the senior housing business, we expect operational leverage inherent in our business to continue to play an important role in driving margins meaningfully higher in future years. Additionally, our regional densification efforts continue to create significant top and bottom-line synergies while we also recognize meaningful efficiencies from our WBS-driven initiatives.

Going forward, we remain highly confident in our ability to continue to deliver outsized NOI growth. While we take nothing for granted and remain intensely focused on driving excellence in all aspects of operations, organic revenue growth should remain strong with significant occupancy runway ahead, coupled with a healthy rate growth. Similarly, there was ample room for margin expansion from current levels for the reasons I noted a moment ago.

I think -- as I think about the next few years and beyond, our focus is simple: People, optimizing the human interaction provided a delightful experience. Processes, remove bottlenecks and streamline flow. Data, provide our operating partners with robust objective data to drive positive outcomes. And technology, leverage technology to improve the customer and employee experience, automating processes and providing personalized experiences.

Reinventing a business-like senior housing is by no means an easy one, and we have not been shy about adding necessary resources, including extraordinarily high caliber talent to effectuate this change. As Shankh described, WBS, along with our operating partnership relationships, serve as the backbone of the software side of our vertically integrated hardware and software model. We are methodically removing time-consuming administrative burdens that employees contend with on a daily basis, freeing them to focus on what they signed up for, taking care of residents.

In terms of recent talent, we have brought into Welltower, we have already witnessed a strong impact from Jeff Stott, our new Chief Technology Officer from Extra Space Storage. Along with his first prominent hire, Bron McCall, himself a former CTO of Extra Space. Together, they are leading the digital transformation of the business and integration of our enterprise systems, areas where they bring deep expertise and a strong track record from their prior roles.

The early contributions from other members of our Tech Quad cannot be overstated either. Additionally, the decision to transition some of our strongest internal talent into operational roles, including Russ Simon, our EVP of Operations, is already being validated by meaningful value they are creating.

In our continued pursuit of higher standards across every aspect of the organization, particularly in operations, we remain fully committed to investing the time, talent and resources necessary to deliver a truly superior experience for senior housing residents and the employees who serve them. The future of our company has never been brighter, driven by the dedication of our internal Welltower team and the unwavering commitment to our operating partners who share our vision for transforming the industry. More to come in 2026.

And with that, I'll turn the call over to Nikhil.

Thanks, John, and good morning, everyone. As I reflect on 2025, it was a marquee year for the company, one that fundamentally changed the long-term growth profile of our business. We deployed $11 billion of net investment capital. And together with strong organic NOI growth, increased our SHOP concentration by roughly 12 percentage points to circa 70%.

On the investment side, we closed 19 different transactions, acquiring over 1,000 properties, more than 175 of which are either under construction or recently delivered. While these assets are not meaningful contributors to near-term results, they are expected to significantly bolster our already industry-leading growth for many years to come and were underwritten to achieve attractive risk-adjusted returns. To put the quality of our recent acquisitions in context, the average age of our SHOP portfolio today is 16 years compared to 19 years at the end of 2021.

On the disposition side, we continue to create shareholder value by monetizing mature or slower growing assets and redeploying capital into higher growth, higher total return opportunities. As a result, the assets we acquired are budgeted to generate approximately 10 times more growth in 2026 than the assets we sold.

Our previously announced $7.2 billion Outpatient Medical sale to Kayne Anderson, which generated a $1.9 billion gain on sale, remains on track and ahead of schedule. To date, we have closed approximately $5.8 billion, with the remaining assets expected to close during the first half of the year as tenant is toppled and ground lessor of consents are finalized.

I also want to highlight our progress on the Integra portfolio or what some of you may remember as the former ProMedica, UCP or HCR ManorCare portfolio. We have entered into $1.3 billion of asset sales across 12 different transactions, representing approximately half of the portfolio. With these sales, as Shankh mentioned, we have achieved an unlevered IRR of approximately 25% or a 3.1 times unlevered multiple on invested capital, returns that are exceptionally difficult to generate at this scale.

Candidly, this transaction has not always been a popular one with many of you. The initial announcement in 2018 was met with skepticism. And during our restructuring period in 2022, many investors would have preferred that we exit the assets at bottom-of-cycle values. Our team took a different view. We went back to first principles and asked whether the underlying thesis had changed.

Owning assets at an attractive basis in a supply-constrained sector with durable need-based demand, it hadn't. Rather than reacting to sentiment, we focused on execution, stabilizing operations, partnering with strong regional operators, maintaining a conservative rent load and aligning incentives across the platform.

Following these sales, the remaining Integra assets continue to perform well, with in-place EBITDAR coverage greater than 2 times. Staying the course wasn't the easiest decision in the moment, but it was a disciplined one, and it reflects how we approach capital allocation over full cycles, not short-term pressure.

Turning to 2026. We are off to a great start. While the back half of the fourth quarter can often be a quieter period for deal activity, our momentum carried through the holidays and into the new year. We have already closed on or are under contract or close on $5.7 billion of total acquisitions, including the previously announced $3.2 billion Amica Senior Lifestyle transaction and new activity of $2.5 billion over the last few weeks.

This new activity spans more than 30 different transactions and is comprised primarily of newer vintage assets with blended occupancy in the low 80% range. Most of the transactions of our store stock market, which continues to reflect the strength of our relationships and origination platform.

I am pleased to provide an update on our private funds management business, which we launched roughly one year ago. As we have mentioned several times, our approach to capital-light strategies is simple. We are moneymakers, not asset gatherers, and we seek opportunities that are compelling, durable and complementary to our balance sheet. We are thrilled about adding another business vertical which we believe will benefit our existing owners over the long term.

We recently held the final close of our US Seniors Housing Fund I with approximately $2.5 billion of equity commitments, marking one of the largest recent first time real estate fund launches. The fund was significantly oversubscribed, which we believe is a reflection of our data science capabilities and capital allocation track record.

The fund includes approximately $2.1 billion of third-party capital with blended management fees of 1.35% and eight third-party limited partners, representing some of the most thoughtful and significant global capital providers. We are already approximately 50% deployed, and similar to our balance sheet strategy, investing in opportunities where we have high conviction. Building on the success of our equity fund, during the fourth quarter, we also launched and held the first close of the Welltower US Senior Housing [Treasure] Fund.

I'll close with this. Our mandate is simple. From the moment we wake up, to the moment we go to sleep to create value for our shareholders, our entire organization is focused on unlocking additional value, whether that comes from the assets we already own, through operations and disciplined portfolio management or through thoughtful capital allocation, acquiring, lending, selling or building assets and by growing our capital-light business. Our thesis is straightforward. When we stay focused on simple goals, apply discipline and keep emotion out of decision-making, good outcomes tend to follow.

With that, I'll turn the call over to Tim to walk through our financial results and 2026 earnings guidance.

Thank you, Nikhil. My comments today will focus on our fourth quarter 2025 results, the performance of our triple-net investment segments, our capital activity, our balance sheet and liquidity update, and finally, the introduction of our full year 2026 outlook.

Welltower reported fourth quarter net income attributable to common stockholders of $0.14 per diluted share and normalized funds from operations of $1.45 per diluted share, representing 28.3% year-over-year growth. We also reported year-over-year total portfolio of same-store NOI growth of 15%, driven by 20.4% growth in our SHOP portfolio, which now makes up circa 70% of our in-place NOI.

Now turning to the performance of our triple net properties in the quarter. In our senior housing triple-net portfolio, same-store NOI increased 2.6% year-over-year and trailing 12-month EBITDAR coverage of 1.19 times. Next, same-store NOI in our long-term post-acute portfolio grew 2.6% year-over-year, and trailing 12-month EBITDAR coverage is 1.53 times.

Moving on to capital activity. We financed our investment activity in the quarter with dispositions in equity with $9.5 billion of combined gross proceeds. This allowed us to fund a $13.8 billion of investment activity and end the quarter with net debt to adjusted EBITDA ratio of 3.03 times, representing a roughly 0.5 turn reduction from the end of 2024.

We ended the year with $5.2 billion of cash on hand, which together with approximately $3.5 billion of disposition activity we expect to complete during the year, provides funding for roughly $5.7 billion of investment activity. This includes the $2.5 billion of net investment activity closed in Q1 or under contract to close as we announced last night and the $3.2 billion Amica transaction that was put under contract last year. Taken together, this net investment activity and continued cash flow growth from the in-place portfolio should leave us exiting 2026 at a net debt to EBITDA level consistent with where we finished this year.

Before turning to our guidance, I want to highlight how our recent portfolio activity is changing the growth profile of our enterprise. Even with the same initial growth outlook for our senior housing operating portfolio as we started last year, 18% at the midpoint, our total portfolio of same-store NOI growth is more than 200 basis points higher.

This faster growth reflects the continued mix shift towards higher-growth senior housing communities, and the flow-through impact has had an organic cash flow growth. In turn, this is driving a higher FFO growth assumption versus last year. As we further intensify our focus on senior housing, we believe Welltower 3.0 is positioned to compound cash flows at a meaningfully higher rate than the portfolio's prior growth profile.

As I turn to our initial 2026 guidance, which was introduced last night, I want to remind you that despite the robust pipeline that both Nikhil and Shankh described, we have not included any investment activity in our outlook beyond the $5.7 billion that has been closed or publicly announced to date.

Last night, we introduced a full year 2026 outlook for net income attributable to common stockholders of $3.11 to $3.27 per diluted share and normalized FFO of $6.09 to $6.25 per diluted share or $6.17 at the midpoint. Our normalized FFO guidance represents an $0.88 per share increase at the midpoint from our 2025 full year results. This increase is composed of a $0.58 increase from higher year-over-year senior housing operating NOI, a $0.30 increase from investment in financing activity and $0.02 from higher triple net income. This $0.90 of growth has net against $0.02 of G&A offsets.

For context, the net G&A assumption, we expect general and administrative expenses to be approximately $265 million at the midpoint. The stock-based compensation expense of approximately $60 million or $0.08 per share drag to normalized FFO.

Underlying this FFO guidance is an estimated total portfolio year-over-year same-store NOI growth of 11.25% to 15.75%, driven by subsegment growth of Outpatient Medical, 2% to 3%; long-term post-acute, 2% to 3%; senior housing triple net, 3% to 4%; and finally, senior housing operating growth of 15% to 21%. This is driven by the following midpoint of their respective ranges. Revenue growth of 9%, made up of RevPOR growth of 4.8% and year-over-year occupancy growth of 350 basis points and expense growth of 5.5%, equating to ExpPOR growth of just below 1.5%.

And with that, I will hand the call back over to Shankh.

Thank you, Tim. Before we open the call up for questions, I would like to discuss two topics that many of you have recently asked about: one, talent density and incentive design; and two, increased competition for acquisitions. I'll address the first topic in two parts, Wall Street and Main Street.

After announcing the 10-year Executive Continuity and Alignment Program last quarter, I sat down with the majority of our large shareholders. While we received significant support for the plan's philosophical underpinnings, we have also heard a desire for expanding the group of participants and increase the performance-based portion of the total plan.

I'm delighted to inform you that working with our Board of Directors, we swiftly applied this feedback. We broadened the plan to include seven additional leaders, with 70% of the payout now performance-based, up from 50% that was announced in Q3. This Group also give up a substantial portion of the promoted interest in a first fund vehicle and all of their interest going forward.

With those economics redirected towards attracting and retaining talent to the next level of leaders within the organization. We expect little to no turnover at any (inaudible) and EVP levels over the next decade and have designed long-term highly aligned incentive plans to retain the strongest talent at all levels of our organization. Make no mistake, this is a team game.

In terms of Main Street, the Welltower Grant, which was announced in Charlie's memory, has been a huge hit with our operating partners and at our communities. We're expanding this program beyond the originally announced 10 communities and are exploring mechanics to expand it internationally.

Engaging with these frontline employees about Charlie and his philosophy of compounding has been, in many cases, prompted them to think about first time about investing and long-term wealth creation beyond just wages alone and has been personally extremely gratifying for me. We believe we're on to something here.

Regarding the announcement of several health care REITs and private funds jumping on to Shopbop, I would offer the following observations, which is strictly my personal opinion. These are capable organizations, and many will find their niche to do well. Others will appreciate that writing credit checks is very different from owning equity in a complex and operationally intensive business that cannot be addressed simply by hiring a few asset managers to manage the managers, as HCN did. These are full cycle lessons, and will be learned as such.

I repeated this point for a decade and perhaps will continue to do so for another one, like a broken record. Exposure alone does not define success in these challenging terrains. As I've mentioned in my earlier remarks, we deliberately sought out this industry because it is a hard business. Even in highly competitive industries with largely indistinguishable end products, elite long-term compounders still emerge: Costco, McDonald's, [CleanAir, Kiewit, Cintas] exist for a reason.

If we take a step back and look into relatively nascent senior housing industry with evolving standards to meet expectations of baby boomers, you will notice that there is virtually no scale capital focused solely on this business. To the contrary, the [in-source] capital, including some of the world's largest pools of sovereign type funds, actually want to be part of the Welltower flywheel. But this is not a discussion of capital. As Charlie said, any fool can write a check.

In 2025, we targeted and evaluated several thousands acquisitions using our data science platform, and from those, curated a portfolio of roughly 1,000 communities that we engaged and transacted with sellers mostly off-market. We onboarded this massive haul into Welltower operating partner network with the help of WBS, which is a complex adaptive system with little disruption to customer service. The sheer complexity of scaling an unscalable business is where our value-add lives. Yes, we can point you towards many examples such as the Integra JV that prove our capital allocation capabilities to be somewhat satisfactory.

But it is not in addition to the operating and technology prowess of our network and that of our operating partner, but because of it. And that mode is expanding, not shrinking, as the network effect of our data and insights on a platform grows exponentially. We welcome our competition to chase us into these challenging terrains that keep us on the edge and paranoid every day to show up to win. Having said that, we are not a competition centric organization. We're a customer-centric organization.

In rare cases where we engage in a market-based process, our competition for acquisition remain financial organization who are fixated on cap rates, financing and spread investing, while our obsession lies with the customer journey and employee experience. Our primary business remains off-market, privately negotiated transactions with owners. We're trying to solve the dispo problem or embarking on a different opportunity.

We have no crystal ball to determine which model will ultimately prove to be more successful. While the change of our business model over past decade ensures that we'll not need to buy another asset to drive strong partial growth well into the future and expanding operational and technology more is uncovering more and more acquisitions opportunity for us. 2026 will be no different.

With that, I'll open the call up for questions.

(Operator Instructions)

Vikram Malhotra, Mizuho.

Morning, guys. Congrats on the strong quarter. Shankh, I guess I just want to build on what you just said, compounding and duration. I know the -- you said you have a lot of acquisitions ultimately that reloads the same-store pool. We've seen this in other sectors. But I'm hoping you can give us a bit more quantitative or framework to think about this compounding aspect. The portfolio is at 90% on same-store. How should we think about like a stabilized portfolio in terms of RevPOR margin and then overlaying the WBS systems? Maybe anecdotes or some numbers would be helpful.

Yeah. Vikram, Look, I'm not going to sit here and try to speculate what future might hold. But I will just say that I focus on a couple of things that I mentioned, which is, first is sort of the idea, we're not after same store, right? If you just think about what is our North Star is what we have said that we are focused on is partial earnings and cash flow growth. And that comes from very different places, right?

So let's just think about it as mix shift is a very important part. We said that we believe that we'll be able to drive double-digit NOI growth for a long period of time. So I'm just -- it's very hard for me to say your focus is two years from now, five years from now, seven years from now. So instead of that, let's just focus on the fact that a lot of things matter is just, obviously, as our assets leased up and gets over 90%, we're seeing significant pricing power higher than assets with, say, less than 80% occupancy, right? That's just basic supply-demand.

But also, I would like you to think about a couple of other things from a standpoint of earnings and cash flow growth. One is a very important factor, mix shift. I just think about it simple times, right? Two quarters ago, our SHOP was 59% of our overall portfolio, right? Obviously, probably four years ago, that was 35%, something like that. Now you think about it, okay, 60% grows 20%, 80% grows 15% or 100% grows 12%. You have the same exact impact on partial earnings, just as a point of reference, right?

Then sort of think about, okay, what's going on with free cash flow generation? What can you do with that free cash flow, whether it's acquisitions, whether it's return on capital. Because the marginal cost of your free cash flow is 0. So all of these, as sort of you think about it, you have -- you can get to and obviously with an unlevered balance sheet, which will -- some day we'll use it for growth as well. And you put all of these with the framework of what we think could be a long sort of journey ahead of us of margin expansion.

And we think the growth algorithm, you don't have to be a genius to figure out that it could be a very significant and very strong one. How exactly, what numbers, what year, it's just hard to speculate right here, sitting here. But I will say that the future looks very bright to us. Whether we're right or wrong, only future will say. But you can see the 12 of our colleagues have bet their entire lives for next decade on this because we think the future is very strong.

We'll see what market gives us.

John Kilichowski, Wells Fargo.

Hi. Good morning, everyone. My question is on the Tech Quad. You've already made such progress with Welltower Business System and with your data science platform. I'm just curious, what challenges are there left in the senior housing space to tackle? You're still hiring significantly. And then maybe an extension of that would be, are you building something that would eventually be monetizable?

So let me answer that question. I think I addressed this before. There are two ways I think about our technology platform. One is our data science platform, which is mature, but there's a lot of work to do. And as you can see, what Nikhil mentioned, the economics that we received on our fund business that suggests to you, which is significantly higher, many would claim 2 times higher than many others have received in the fund management business is a pure function of our capability of the data science platform, right? So one, you can see sort of the monetization of that platform is actually coming through.

Now if your question is on the operational side, operational technology side, I wouldn't even call us mediocre. I would call us mediocre minus. So we have a long ways to go in that journey. Just because we are better than in a business where we sought out because we thought there's a lot of opportunity and we're doing fine does not make us really great. So we have a long ways to go, and you can see that we are continuing to hire terrific leaders across different industries, from different expertise, and we continue to double down on that. And I think it is a long sort of a journey in front of us.

Now if your question is will we monetize these platforms in terms of other capitals to use, right, and think about sort of LRO of what [Alston] and EQR did many years ago or third-party management in self-storage, things of that nature, if that question is with that angle that I would say that, that will never happen. Our operating capabilities of our core investment cycle will always remain within the bounds of this company.

Now we're bringing our capital and others into this platform, we're open to helping our partners who are on the platform thinking about investment in real estate in many different ways, but we will never see us sell our operating software to someone else so that they can compete with us. We'll never do that.

Farrell Granath, Bank of America.

Good morning. Thank you for the question. This is Farrell. I just wanted to touch on the Integra disposition. Now given the sale of the SNF portfolio and really the highlight of the source of funds and the value harvesting, does this now frame your SNF portfolio in total as a source of funds for future -- or future acquisitions?

Yeah. Farrell, I think the way to think about our skilled nursing portfolio, as we've described it in the past, is a structured credit investment, right? Structured credit investments by default are relatively short dated in nature. The definition of that is in the eyes of the beholder. But our skilled nursing strategy is to acquire assets that are -- that have an operational turnaround story behind them, bring in really sharp regional operators and then turn the performance around harvest value.

And our fundamental view is these high-quality operators, they should be the end owners of skilled nursing businesses, skilled-nursing assets because there is attractive (inaudible) financing available. And once you've executed the business plan, that is the right to table capitalization of the assets.

So we will continue to acquire, stabilize, exit. And then what we do with the proceeds and how we redeploy it is purely opportunity dependent. We don't have allocations in our mind of what -- how big or small each bucket needs to be. If we have good opportunities, we'll invest capital. If we don't, we don't. And it will depend on what is the best use of capital depending on the time period we're in.

Omotayo Okusanya, Deutsche Bank.

Yes. Good morning, everyone, and again, congrats on a really incredible outlook. A couple of questions, if I may just ask one or two. The first one, the SHOP portfolio. Could you just help us understand at this point how large the non-same-store pool is some general characteristics of that pool? Like occupancy or wherever that is. And just -- we're trying to understand a little bit about how that's growing relative to the stabilized portfolio.

Yeah, I'll start with that. So if you think about our same-store portfolio right now makes up over half of our total portfolio, and a lot of that is just because of how acquisitive we were last year. So it takes five quarters for something we acquire to come into same-store. I would describe the growth we're seeing in that portfolio is consistent with what we have in our same-store portfolio.

The characteristics of that portfolio, it is less occupied. If you think about kind of that strategic on our side, we continue to buy assets that we believe there are -- there's significant upside on the balance sheet. And then just given the nature of our acquisitions last year, a lot of it UK-focused in the back half of the year, I'd characterize too, that it's heavier in the non-same store is heavier in the UK than relative to the same-store portfolio.

Ronald Kamdem, Morgan Stanley.

Thanks so much. Hey, just wanted to double click on some of the occupancy performance, both last year and sort of the guidance into going into '26. Just -- I'd love some updated thoughts in terms of how you guys drive sort of move-ins versus move-outs? And how much is WBS contributing to the outperformance versus the industry? Thanks.

I will take the last part of that question. And John, perhaps you can address, while (inaudible) is trying to get on the first part. You know what sort of our peers or NIC data or others or reported, I believe, for [NIC 99] occupancy growth last year was something 250 or something like that. And we did 400, sort of that gives you the answer to the first or last question. John, what sort of -- how do you answer the first one?

Yeah. You're asking what's driving the occupancy. I mean, it is a combination of items, and it starts all the way from focusing on the marketing, all the way through the customer experience, the speed to lead, how we're answering the calls, et cetera, et cetera. And it's an execution business. And that's what's changing rapidly as we isolate and focus on each component there and optimize at each site, which has enabled us to outperform market share.

Michael Goldsmith, UBS.

Good morning. Thanks a lot for taking my questions. You had a robust year of acquisitions in 2025. 2026 is starting off very strong. How long can you continue to acquire unstabilized SHOP in the 75% to 85% occupied range? At what point is there none of that left or that benefits from industry trends? And does that impose a problem now, given that you now have a fund vehicle buying more stabilized assets? Thanks.

Yeah. I'm not doing a good job of explaining my point. So I'm going to try to do it again. How long is a pure function of market opportunities. So I can't sit here and tell you how long the acquisitions opportunities will be there. The goal is to create value on a per share basis for existing investors and not do transactions, right? That's sort of the first and foremost point I want you to walk away from. And so we will see -- our goal is to create value, right? So if we can value -- create value by buying, we'll do it. If not, we'll not do it.

If we can create value by selling, just like you saw right? I said this several times, making money is hard, making money at scale is much harder. And we continue to do it. So the goal is to create value for existing shareholders on a per share basis. I sort of see a Pavlovian response to acquisition activity or investment amount. I understand historically sort of that why that made sense because it was fundamentally a triple net model, and where only way companies drove earnings is buying properties because effectively, all their earnings were straight line, and there was no growth.

And I understand that for many companies in the sector or triple net sectors and others, I just wanted to emphasize this and understand that, that does not matter to us anymore. The mix shift of this company is at a place and continue at a place that we'll never have to buy another asset. We'll see what market gives us. Having said that, after answering your question philosophically, and tactically, we have never been busier.

As you can sort of -- I think you heard from Nikhil. In first six weeks of the year, we have done 37 different transactions. That's about a transaction a day, right? So it feels like the opportunity set is very robust in front of us as long as we can make money through sort of our operational and technological prowess and are able to allocate capital, we'll do it. If not, we'll do what you just saw we did on the Integra portfolio.

Michael, I'll just add one thing really quickly. You started by talking about occupancy. That's not the only lever of driving growth out of assets, right? It's a complex operating business where you're spending $70 up $100 you're collecting on expenses. And so even in highly occupied buildings that we're buying, we're creating significant value through WBS. So that's just one way of looking at it, but there's just so much different ways to create value in the business.

Austin Wurschmidt, KeyBanc Capital Markets.

Great, thanks. I was hoping you guys could contextualize the SHOP occupancy growth and RevPOR growth guidance versus last year. I mean, you're at a higher occupancy today, but you're initially assuming higher growth in occupancy than you did at the outset of last year. And I know last year, you had a leap year comparison, but just how should we think of the balance between RevPOR growth and occupancy growth in the setup going into 2026 versus where you were a year ago?

Let me try to start, and then Tim will jump in. So obviously, it is our guess. So you have to understand that what we are telling you at this point, and we'll see what -- how the year plays out. From RevPOR point is the one I'll take up and say, you picked up on one, you have to think about on a UP-adjusted basis.

The other thing you have to think about is the massive pool change that happened in fourth quarter. I think I talked about this six months ago, that 90-plus assets are going to get into fourth quarter, which is holiday. Those assets are still in an occupancy journey. And until the occupancy journey -- occupancy is stabilized, we're not going to get on to a substantial rate journey. Just that change [will channel] alone was a 30 basis point drag on fourth quarter RevPOR. That obviously is going through 2026 guidance numbers.

But as I said, Austin, I highly encourage you to think about -- these are for a large company, large portfolio same-store RevPOR or ExpPOR, NOI, these are all sort of markers towards the ultimate goal. And that ultimate goal is per share growth, right? So forget about how these things all combine into an OpEx. Just think about how much underlying cash flow growth we are driving. That our initial FFO guidance, we started at, what, 16%, 17%.

I don't know, Tim, do you want to add anything to that? Good. Okay.

Nick Yulico, Scotiabank.

Thanks. I guess maybe just a sort of related question on the guidance for how to think about like that spread between RevPOR and ExpPOR growth. I know you guys have the chart in the presentation, that's been a wide spread. Is it -- are you guys assuming that spread is actually shrinking a bit this year? Because the reason I'm asking is I think you're saying ExpPOR growth is going to be somewhere below 1.5%, and I think it was below 1% last year. So just trying to understand that dynamic and if there's also sort of an element of conservatism built in there. Thanks.

Yeah. Thanks, Nick. I think the right way to think about it is beginning of the year outlook, as we sat here last February, we actually -- we had a similar outlook for ExpPOR as we have today. Where we ended the year, we drove more occupancy. ExpPOR is a direct beneficiary of occupancy and being able to scale cost.

So I think sitting here today, conservatism is -- we're going to be kind of used within about our guidance. But it is just -- in our business, a disproportionate amount of the year-over-year growth is driven over a six-month period. So consistent with how we've talked about guidance in the past, when we sit here in February and that those six months kind of kick off in April and May. It's just the appropriate kind of view of probability, what -- or possibilities of what could happen in the year and framing it in a way now that certainly we hope we can outperform, and I'll leave it at that.

Rich Anderson, Cantor Fitzgerald.

Thanks. Good morning. Congrats. And congrats to the 12 employees. I hope you don't get sick of one another in the next 10 years. So my question is -- everything is great, great growth, all that sort of stuff. I have a question about -- the main problem with Welltower, if there is one, and that is everyone owns it. And it's -- everyone is full on Welltower, you got to own it and everything else.

So I'm curious, can you talk about the company's outreach to a broader swath of investors, generalists, international? Can you talk about the success you've had, just sort of getting the word out beyond the confines of the REIT industry to sort of make sure you're getting your fair share? If you're not already, of course, but you, in the future, get your fair share of upside for all the successes that you're having as a company? Thanks.

Rich, I don't really know how to answer the question. I -- we manage the business. We work 24/7, all of us together, to create what we think drives shareholder value over a period of time, which is per share earnings and cash flow growth. And we believe we can do that. We're a tiny company in context of US or international capital markets. The investors will find us, right? That's not our job. Our job is to execute. It's a hard business.

I don't think I want -- I don't want you to walk away with this idea that everything is great, right? You guys see we have a large portfolio. You see on average what's going on in our portfolio. And that does look good. I'm not going to say it doesn't. Having said that, it's a very hard business. We're fighting challenges every day. And our job is to execute with our operating partners, from capital allocation to operations to everything in between.

And if we can drive per share earnings and cash flow growth, I don't worry about that we don't have enough investors who will not find us. It's a matter of growth, right? So I will keep this organization focused on growth, delivering actual operational and capital allocation outcomes, and I don't worry about that.

Having said that, the company has sort of gotten to a size finally where it is showing up as sort of -- from a size standpoint with a lot of investors who didn't know we exist despite the fact we sort of don't get into what a lot of companies do get on CNBC, Bloomberg, et cetera, we know how to do that.

However, a lot of investors are sort of seeing that this has become -- just from a size standpoint, market cap standpoint, has become large enough. They're sort of finding what is this company about and reaching out to us, and we have a very good capital markets team, very capable team to sort of tease them how we think about the business. And there is enough material on us that we have written over the time. That is not a hard business to understand from that perspective.

But I will leave it there, and we can have future conversations about this topic.

Seth Bergey, Citi.

Hi. Thanks for taking my question. I guess just going back to the funds business, you announced the debt funds, you've deployed some of the equity funds, kind of -- and you've talked a little bit about the funds business as a way to kind of monetize the Welltower Business System and the successes you've had with the data science platform. How -- kind of how do you see the trajectory of that funds business? And should we expect that to be kind of a larger piece of the story over time?

Yeah. I think, Seth, as I said in my prepared remarks, it's opportunistic as tactical, right? We're not asset gatherers. If there are opportunities that are complementary to our balance sheet where we can make money for our capital partners, we will continue to do more. If there aren't, we won't, right?

So there is no mandate beyond that. The simple mandate is to make money if there's interesting opportunities to go do so. That being said, just like the debt fund. There was an opportunity for that, that 1 of our LPs reached out to us about. And based on their suggestions, we created a strategy that was -- that's appealing to several folks.

Yeah. I just -- I don't want to repeat what Nikhil said, but I will. I have a significant problem with a lot of fund management business that have become just plain straight asset gatherer, and I never want this company to become that, right? So we -- as we have said that we could have had this fund significantly bigger than where it was, right, because out of -- we had -- our demand has meaningfully outpaced what we were trying to do from a size standpoint, we want to remain what Nikhil said, that we take our LP capital's or LP investors' capital as seriously as we take our public market investors capital.

We will take capital only if we think we can make a significant return on it. Otherwise, we won't. We have no desire to become asset allocator and become a big fund management business where in my personal humble opinion, a lot of these places have become capital raising places instead of actually making money business, which they used to be. We'll never let this company become that.

Juan Sanabria, BMO Capital Markets.

Hi, good morning. Congrats on the results. Just curious on the capital side with regards to CapEx for seniors housing, how we should think about that? Both the recurring and other CapEx in SHOP has been fairly significant. And so just curious, kind of what you're doing at the asset level to maybe try to future-proof these assets versus your competition or what the capital is largely going to given the assets are generally newer than you're acquiring?

Yeah, it's a great question. When you look at -- starting with what we're acquiring, at this point, we're acquiring very good assets, and they're younger assets, and you can actually see that pretty easily when you look at the average age of the assets and the fact that every year, I get a year older, but our portfolio has actually stayed the same. And so that really tells you the quality of the assets that Nikhil is buying. And so I do want to highlight that.

At the same time, some of those assets are -- or bought where there's been issues in the capital stack, which drives cash flow. And that also drives decisions by the previous owners to hold back a little bit. So even though they're newer assets, some of them need a certain amount of capital to get them up to the appropriate standards.

From a -- what we're doing, we're really reinventing how the world looked at. And Russ is heavily involved in this. I'm involved with it, and others are involved with it. Looking at it from a life cycle cost, what is the life cycle cost, how do we provide a great customer experience and manage things throughout the entire life cycle. So whether it's flooring, whether it's siding, whether it's how we paint wrought iron, every aspect of the business, we're turning upside down and saying, what would the smart person do if they're going to own this asset and they wanted to maintain it.

That does require, in many cases, upfront cost, higher upfront cost. But what you're looking to do is to lower the run rate over time, and that's exactly what's happening. I don't want to get too much into the weeds and give out some of our secrets. But it's exactly where we're going after, it is looking at each component, what is the lifetime cost.

Juan, I'll add two things. As you sort of look at near-term historic and forward CapEx, 2, MOAs, you have to think about. One is holiday, which we talked about. We bought holiday, obviously, at a very, very low basis. And when we bought it, we said that you will recover investment, we're sort of coming to the tail end of the investment cycle. So that's very important.

And remember what we said last call on HC-One that will require that kind of investments. And we, again, bought it at a very meaningful, I think, what, GBP95,000, GBP96,000 per bed. And we would require investment into that probably GBP20,000, GBP25,000, GBP30,000 per bed, something like that. And you just think about the total, there will still be in these assets for less than GBP100,000 or GBP125,000 per bed, which you know is a very meaningful discount to where it's today trade at or it requires to build.

So just sort of think about these two anomalies. Generally speaking, other than that, we're buying two-, three-year old assets which does not require a lot of work. But these two large portfolios, one is sort of falling off from that spend perspective. One is just taking off.

Michael Carroll, RBC Capital Markets.

Yeah, thanks. I wanted to circle back on the spread between RevPOR and ExpPOR topic. How wide has that spread gotten in the recent past? And should we think about that spread continuing to widen out over the next few years, just given that operators gain pricing power when occupancy is above 90% and the natural scale that the space has when occupancy starts to exceed 90%? I mean, how wide could that spread yet?

If you have a stable portfolio, right, that is growing from, say, 90% to 95% occupancy, and all things being equal, your answer should be yes. Right? So let's just go into sort of the -- a little bit deeper. Let's double-click on that conversation and then go a little bit deeper. You should gain pricing power as assets lease up, there's no question about it. And obviously, your ability to scale your costs, particularly labor will come into play, right?

But on the other hand, just think about there are other costs outside labor that are obviously problematic for every single owners of real estate, whether you are a single-family housing or you are owners of commercial assets like ours, line items such as utility cost, right? So that sort of is a headwind to that. Taxes, finally, you have to think about real estate taxes. Finally, cash flows are recovering, and that has an impact.

But generally speaking, as we sort of think about -- if we think about two main drivers of scaling labor versus your pricing power, you will think that, that gap will widen or stay very wide as we move forward. But just remember, Mike, that a lot of things happening on our reported numbers. You have to think about how large this portfolio is, what we are buying, how same-store changes and all of that. That's why I said you just think about it. At the end of the day, what matters is bottom line growth, right?

And look at the bottom-line growth, in fourth quarter, we pulled off an FFO per share growth in high 20s and cash flow per share growth in high 20s, right? So that sort of tells you that all optics aside, the portfolio is firing in all cylinders.

Michael Stroyeck, Green Street.

Morning. Thanks for the time.Can you just put brackets around the levels of NOI growth expected in 2026 across the US SHOP, UK, Canada and active adult businesses?

Yeah. Overall -- you say bracket, so the overall portfolio is 15% to 21%. We don't provide guidance on the sub portfolios.

Jim Kammert, Evercore.

Good morning, thank you. I've read in some trade publications in the senior housing industry that today's independent living and increasingly, maybe even the AL customer prefers larger residential units. I'm just curious, does Welltower detect or agree with that assertion? And if so, how do you think your portfolio is positioned to maybe you've addressed the shifting taste of the boomers coming into your portfolio? Thank you.

Yeah. So I will -- I'm going to -- I think someday, you guys are going to get really bored of me saying the same thing again and again and again. You're picking up on something very important here, Jim, which is I've said this several times that this is a business optimization of location, product, price point, and operating overlay. What we mean by product that treat -- the two different ways you should think about senior housing as a product, which is IL/AL/memory care, what services do you offer. And is it a two-bedroom, one-bedroom or a studio, right? So there's two ways you can think about product.

There is no question in my mind that, that product optimization, along with location, price point and operating overlay is very, very important. We have said this several times that we have seen because of our, say, probably wrongly interpreted view that we focus as the largest owner of the space on price per unit, a lot of developers have built a lot of studios.

And studios, as a function of a large building, is completely fine. You think about you have a 100-unit buildings and you have 20 studios, that's okay. I have seen many, many buildings that I consider functionally obsolete that has 60 in its studio. Recently, I saw one that has 66 units of studio out of 98, right?

So you're picking up on something absolutely very good. And these are the reasons that sort of you can see that we remain one of the very few who actually understood the business from the perspective of that optimization and not a perspective of location maximization, which most real estate investors think about, and our results speaks for itself. But you have to think about an optimization of all four and not just pick one. In this case, you are picking obviously on larger units versus smaller units and run with it.

Mike Mueller, JPMorgan.

Yeah, hi. For a quick follow-up on the fund vehicles. Is the capital and the debt fund going to be focused on assets that WELL would ultimately like to own? Or do you just see it as an in and out lending vehicle?

Yeah. Mike, it's not set up as a loan-to-own strategy. These are -- we're lending on existing cash flow and covering assets. But that being said, our general philosophy is we wouldn't lend on assets that we don't like as equity owners, but it's not a loan-to-own strategy. And like Shankh said, we were talking about studios and buildings that are functionally obsolete or don't make sense. Those buildings are not a fit for anything we do, whether it's debt equity, whatever it is, we're not going to touch them. So we only lend on product we like, but it's a lending on quality product that's covering cash flow.

It's lending on quality product with strong sponsors that are -- these are all -- this is an acquisition credit vehicle, right? So in place cash flow and all. It's a simple lending business that one of our most important LP came to us and say, do you want to build a product together with this idea, and we thought that makes sense. That's what we're doing, very, very simple. Do I do a lot of creative credit structures? Mike, I do. Nikhil, Patrick and I have been sort of on the journey for a long time and rule out it as well. So do we do it. Yes, we do. You have seen one of them is HC-One, right?

But there are many others. But you will see some -- we will sort of retain those for -- on our balance sheet for all these experimentation on the structures that we do. This is a simple first mortgage lending on assets that are acquisition vehicle with strong sponsors.

This concludes the question-and-answer session and will conclude today's conference call. Thank you for joining. You may now disconnect.