Welltower (WELL) risk factors, 2025 10-K

Welltower's 2025 10-K lists 25 risk factors. No earlier 10-K is on file to compare against, so the most company-specific risks are read out below.

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Risk factors listed
250 groups
Section length
16k wordsItem 1A

What dominates the section

  • Healthcare property operations depend on third-party operators, managers and tenants controlling clinical and day-to-day decisions.
  • International operations generate 17.9% of revenue, including 10.9% from the U.K. and 7.0% from Canada.
  • REIT qualification, subsidiary REIT status, partnership treatment and TRS limitations create significant tax and liquidity risks.
  • Cybersecurity, privacy regulation, sustainability expectations and generative AI add newer technology and compliance exposures.

The risks most specific to Welltower

  • We are exposed to operational and legal risks with respect to our properties that could adversely affect our revenue and operations

    Operators, managers and tenants control day-to-day property operations and clinical decisions, limiting Welltower’s oversight over revenue and operating outcomes.

  • Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us

    Local and regional competition, oversupply and care-quality or safety issues could impair operators’ ability to meet obligations at Welltower properties.

  • Our investments in and acquisitions of healthcare and seniors housing properties may be unsuccessful or fail to meet our expectations

    Healthcare and seniors housing acquisitions may underperform or require unexpected spending and management attention because of property, liability or local economic problems.

  • Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations

    U.K. and Canadian operations contribute 10.9% and 7.0% of revenue, exposing Welltower to risks different from its U.S. properties.

  • Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses

    Tenants, operators or managers may lack adequate insurance for property and operating losses, leaving Welltower exposed despite its insurance requirements.

  • Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases

    Ground-lease breaches or terminations could cause Welltower to lose properties where it owns only the building leasehold interest.

  • Development, redevelopment and construction risks could affect our profitability

    Development, redevelopment and construction projects could be less profitable than expected because projected property performance assumptions prove wrong.

  • Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability

    Cyberattacks, including social engineering, ransomware, distributed denial-of-service attacks, data extortion and insider threats, could disrupt systems and expose confidential information.

  • Our approach to AI presents risks and challenges that can impact our business and could adversely affect our business

    Welltower’s integration of generative AI and partners’ or competitors’ AI use could create privacy, security and other business risks.

  • We might fail to qualify or remain qualified as a REIT

    Losing REIT status would create substantial tax costs and reduce funds available for obligations and stockholder distributions.

All 25 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01We are exposed to operational and legal risks with respect to our properties that could adversely affect our revenue and operations
  2. 02Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us
  3. 03Our investments in and acquisitions of healthcare and seniors housing properties may be unsuccessful or fail to meet our expectations
  4. 04Acquired properties may expose us to unknown liability
  5. 05Competition for acquisitions may result in increased prices for properties
  6. 06Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations
  7. 07Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses
  8. 08Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
  9. 09Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
  10. 10Development, redevelopment and construction risks could affect our profitability
  11. 11Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability
  12. 12Evolving privacy regulations could expose our business to reputational harm and losses
  13. 13Sustainability-related laws, regulations, commitments and stakeholder expectations impose additional cost and expose us to numerous risks
  14. 14Our approach to AI presents risks and challenges that can impact our business and could adversely affect our business
  15. 15Negative publicity regarding the healthcare industry could adversely affect our operations
  16. 16Our success and the success of our operators and managers depends on key personnel whose continued service is not guaranteed
  17. 17We may become more leveraged
  18. 18Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital
  19. 19We might fail to qualify or remain qualified as a REIT
  20. 20Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes
  21. 21Certain subsidiaries might fail to qualify or remain qualified as a REIT
  22. 22The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
  23. 23Our use of TRSs is limited under the Code
  24. 24The lease of qualified healthcare properties to a TRS is subject to special requirements
  25. 25If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences

Other Welltower 10-Ks

  • 2026 10-K risk factors

    28 risks. Welltower relies heavily on third-party operators to manage healthcare real estate, exposing it to tenant default, regulation, and international markets. Substantial foreign operations in the U.K. and Canada create distinct operational risks. Strict REIT compliance requirements and leverage heavily influence the company's financial structure.

    Filed Feb 12, 2026

About this page

Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.

Welltower (WELL) Risk Factors: 2025 10-K, What Changed | Gloomberb