10/28/2025

speaker
Operator
Conference Operator

Thank you for standing by. At this time, I would like to welcome everyone to today's Welltower third quarter 2025 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. Once again, star one. And if you'd like to withdraw your question, simply press star one again. Thank you. I would now like to turn the call over to Matt McQueen, Chief Legal Officer and General Counsel. Matt?

speaker
Matt McQueen
Chief Legal Officer and General Counsel

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 Sean for his remarks.

speaker
Sean
Chief Executive Officer

Thank you, Matt, and good morning, everyone. Given the sheer volume of announcements last evening, we'll keep our Q3-related comments concise, but I'm pleased to report that it was another record quarter with occupancy, margins, and net operating income all exceeding our already very high expectations. However, it was a watershed period in our company's history from two important perspectives, capital allocation and people. After I walk you through our significant capital allocation-related activities, the team will provide details of Q3 results. Then I'll return to discuss my favorite topics of people, culture, incentive design, and beginning of a new era of our farm, World Tower 3.0. Let's start with acknowledging luck. Many of yesterday's transaction announcements started six months ago at the height of uncertainty post liberation day. We always believed that life is not about predicting, it is about positioning. So when the lock knocked on our door in April and May, we're positioned with our balance sheet, exceptional team, technology platform, and perhaps most importantly, courage to run towards this uncertainty and chaos. This positioning drove more than 23 billion in incremental transactions, resulting in year-to-date activity over $33 billion and bringing us closer to ever realizing our decade-long ambition of transforming World Tower into a pure play rental housing platform for the rapidly aging population. At the core of our offering will always be systems, process, technology, and data-driven insights to enhance the experience of our customers and site-level employees, not capital, which is ultimately a commodity. Every capital allocation decision made at WorldTower is viewed through an opportunity cost prism. Evaluating the value foregone by pursuing a specific course of action while considering all implication of those decisions well into the future. And that opportunity cost prism allow us to narrow our focus on technology-driven transformation of our niche housing business. There will always room in organizations to boost performance by amping up their pace and intensity. And the fastest way to move the dial is to narrow the focus in a maximum growth, maximum gain war. This is why we're exiting our outpatient property management business. While we'll continue to own some outpatient medical assets, it will consume little management time and effort due to triple net nature of the retained properties. This is not to say a B2B business like OM is not a good business. but the intensity that is needed to achieve our audacious dream of transforming a tech-poor, TAM-rich B2C industry like senior housing requires the laser focus of a hedgehog and the discipline to say no to hundreds of good ideas. While our motivation to go all in on senior living with focus and opportunity to enhance the enterprise growth rate, we recognize that the direction of asset prices for what we are giving up is uncertain. Hence, we structured our large OM sale with significant participating profit interest. While the deal structure reflects a degree of heightened creativity, it is by no means a novel approach within our firm. We applied a similar idea nearly five years ago when we wrote a participating senior credit note on HC1 assets in the UK with warrants and equity kicker at the height of Brexit and COVID uncertainty. I am delighted to inform you that the significant downside protective structure has generated a nearly 14% unlevered IRR at exit while providing us an opportunity for the seat at the table in a bilateral negotiation for this recap. This recapitalization transaction marks the beginning of new chapter of new operating income growth as our long duration strategy unfolds for HC1 assets. Speaking of the UK, I'm delighted to announce that after six years of conversations, negotiation and a near transaction, we're finally the proud owner of Barcester Senior Living Portfolio. We recognize that buying highly successful family-owned businesses requires patience, finesse, and a commitment to excellence that their legacy deserves. While a large checkbook that no counterparty ever question is necessary, it is by no means a sufficient condition. We have carefully studied many transactions that Warren and Charlie have completed over the years with family-owned businesses. And I'm delighted to inform you that this $7 billion negotiation was done during a single sitting resulting into a farm handshake. Our years of conversation and close familiarity with the Barchester assets and management was certainly helpful as preparation. Equally important were the integrity and professionalism demonstrated by our counterparty, We're proud to welcome Pete and Barchester management team to World Tower operating partner family. Despite giving up in-place yield in HC1 and other loans and initial dilution incurred from 170 assets that are in lease up from our recent acquisitions, together the dispositions and acquisitions are expected to be accretive to FFO per share in 2026. To be clear, We would have completed these deals even if they're collectively near term dilutive because of the significant opportunity of earnings and cash flow growth in 27 and beyond. And due to the long duration aspect of the transactions. These capital allocation decisions together are expected to change the near and long-term growth rate of our farm, despite the significant size of our asset base. This speaks to the level of excitement and high expectations we have from this year's $33 billion of transformative capital allocation activity. With that, I'll pass it on to John.

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