Welltower (WELL) risk factors, FY2025 10-K

Welltower's FY2025 10-K, filed Feb 12, 2026, lists 27 risk factors. Against the prior year's 25: 2 new, 9 substantially reworded.

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Risk factors listed
270 groups
New this year
2vs 25 last year
Dropped
0since the prior 10-K
Substantially reworded
9of those kept
Section length
16k wordsItem 1A

What the changes say

  • A planned $7.2 billion outpatient medical portfolio sale makes execution and buyer-market conditions more prominent risks.
  • New regulation could restrict REIT ownership of healthcare properties or reduce their tax benefits.
  • Construction risks now specifically emphasize material shortages, labor availability and rates, price volatility, and inflation.
  • U.K. revenue exposure rose to approximately 20.0%, while Canada declined to 6.8%.

What changed since the prior 10-K

New

  • New

    Divestitures may materially affect our financial condition, results of operations or cash flows

    Selling portfolios may require consents, difficult operational separation, substantial management attention, favorable financing, and buyers for highly customized healthcare properties.

  • New

    We may be adversely affected by changing laws and regulation, including restrictions related to REIT ownership

    Changing healthcare, REIT, data, environmental, competition, real estate, and labor rules could require costly changes or restrict healthcare-property ownership and transactions.

Reworded

  • 92% rewritten

    Competition for acquisitions may result in increased prices for properties

    The reference to non-elective dispositions was removed; the acquisition-competition and limited-supply risk otherwise remains substantially unchanged.

  • 86% rewritten

    Sustainability-related laws, regulations, commitments and stakeholder expectations imposed additional cost and expose us to numerous risks

    The risk now adds reputational harm, investor refusal to buy common stock, stock-price effects, and no guarantee that sustainability goals will be achieved.

    Was: Sustainability-related laws, regulations, commitments and stakeholder expectations impose additional cost and expose us to numerous risks

  • 75% rewritten

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

    U.K. revenue exposure increased from 10.9% to approximately 20.0%, Canada decreased from 7.0% to 6.8%, and tariff effects are specified.

  • 52% rewritten

    Development, redevelopment and construction risks could affect our profitability

    Detailed assumptions such as lease-up velocity and occupancy were removed, while material shortages, labor constraints, price volatility, and inflation were added.

  • 36% rewritten

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

    The risk is reframed around expected returns, improvement-cost estimates, and tenant, operator, or manager performance rather than detailed acquisition contingencies.

  • 36% rewritten

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

    No substantive risk change is apparent; the text mainly makes minor wording and punctuation edits.

  • 29% rewritten

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

    The competition discussion now refers to operators’ and managers’ perceived financial condition, rather than financial condition alone.

  • 23% rewritten

    Evolving privacy regulations could expose our business to reputational harm and losses

    No substantive change is apparent; the privacy-law risk and cited California, HIPAA, U.K. GDPR, and E.U. GDPR obligations remain the same.

  • 23% rewritten

    If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences

All 27 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 us29% rewritten
  3. 03Our investments in and acquisitions of healthcare and seniors housing properties may be unsuccessful or fail to meet our expectations36% rewritten
  4. 04Acquired properties may expose us to unknown liability
  5. 05Competition for acquisitions may result in increased prices for properties92% rewritten
  6. 06Divestitures may materially affect our financial condition, results of operations or cash flowsNew
  7. 07Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations75% rewritten
  8. 08We may be adversely affected by changing laws and regulation, including restrictions related to REIT ownershipNew
  9. 09Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses36% rewritten
  10. 10Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
  11. 11Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
  12. 12Development, redevelopment and construction risks could affect our profitability52% rewritten
  13. 13Sustainability-related laws, regulations, commitments and stakeholder expectations imposed additional cost and expose us to numerous risks86% rewritten
  14. 14Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability
  15. 15Evolving privacy regulations could expose our business to reputational harm and losses23% rewritten
  16. 16Our approach to AI presents risks and challenges that can adversely impact our business
  17. 17Negative publicity regarding the healthcare industry could adversely affect our operations
  18. 18Our success and the success of our operators and managers depends on key personnel whose continued service is not guaranteed
  19. 19We may become more leveraged
  20. 20Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital
  21. 21We might fail to qualify or remain qualified as a REIT
  22. 22Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes
  23. 23Certain subsidiaries might fail to qualify or remain qualified as a REIT
  24. 24The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
  25. 25Our use of TRSs is limited under the Code
  26. 26The lease of qualified healthcare properties to a TRS is subject to special requirements
  27. 27If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences23% rewritten

Other Welltower 10-Ks

  • FY2024 10-K risk factors
    25 risks

    Healthcare property operations depend on third-party operators, managers and tenants controlling clinical and day-to-day decisions.

    Filed Feb 12, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.