WELL Health Technologies Corp.

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Good afternoon, ladies and gentlemen, and welcome to the Well Health Technologies Corp. 4th Quarter 2025 and Esquire 2025 conference call. At this time, our lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you need assistance, please press star 0 for the operator. This call is being recorded on Thursday, March 19, 2026. I would now like to turn the conference over to Pardip Sangha, Investor Relations. Please go ahead.

Thank you, Operator, and welcome everyone to Well Health's fiscal fourth quarter and year-end 2025 financial results conference call for the period ended December 31st, 2025. Joining me on the call today are Hamed Shabazi, Chairman and CEO, and Eva Fong, the company's CFO. I trust that everyone has received a copy of our financial results press release that was issued earlier today. Portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws including future-oriented financial information and financial outlook information. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors, many of which are outside of wealth control that may cause the actual results, performance, or achievements of wealth to differ materially from the anticipated results, performance, or achievements implied by such forward-looking statements. These factors are further outlined in today's press release and in our management discussion and analysis. We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions, or circumstances on which any such statement is based, except if it is required by law. We may use terms such as normalized revenue, adjusted gross profit, adjusted gross margin, normalized and adjusted EBITDA, adjusted EBITDA margin, shareholder EBITDA, adjusted net income, and adjusted free cash flow on this conference call, all of which are non-GAAP and non-IRFRS measures. For more information on how to define these terms, please refer to the definitions set out in today's press release and in our manager discussion and analysis. The company believes that adjusted EBIT is a meaningful financial metric as it measures cash generated from operations which the company can use to fund capital requirements, service future interests, and principal debt payments, and fund future growth initiatives. Adjusted EBIT should not be construed as an alternative to net income or loss determined in accordance with IFRS. And with that, let me turn the call over to Mr. Hamed Shabazi, Chairman and CEO. Hamed?

Thank you, Pardeep, and good day, everyone. We appreciate everyone for joining us today as we discuss our fourth quarter and full year 2025 financial results. 2025 was a defining year for WellHealth. We crossed $1.4 billion in annual revenue, an increase of 52% year over year. We achieved $203.7 million in adjusted EBITDA, with margins improving to 14.5% from 5.1% in the previous year. We delivered record adjusted net income of $126.5 million, or 50 cents per share, up from 3 cents per share in 2024. And we generated $58.2 million in free cash flow attributable to shareholders, an increase of 19%. We met our stated annual guidance on both revenue and adjusted EBITDA. For perspective, five years ago, our annual revenues were $50 million. They have grown more than 27 times since then. That trajectory gives us confidence, not because of where we've been, but because it demonstrates the compounding nature of our model. And we believe the conditions for that compounding are stronger today than at any point in time in our history. But beyond the financial milestones, 2025 was the year our long-term vision clearly took shape. At its core, WellSTAR is building the infrastructure for a healthier Canada, a healthcare ecosystem designed not just to treat illness, but to help prevent it. Our clinics deliver outstanding care. WellSTAR powers the digital workflows behind that care. HealWell applies AI at enterprise scale and CyberWell protects the data. No other company in Canada brings all of those capabilities together. If healthcare is going to become smarter and more preventative, it needs a new kind of operating system. We're building it. But before going further, I want to present our results transparently. So let me provide a normalized view that excludes the impacts of Circle Medical's deferred revenue and certain one-time items at CRH related to the cyber incident that impacted our revenue cycle management partner from both 2025 and 2024. to give shareholders a clean apples to apples comparison of our underlying business performance. On a normalized basis, 2025 revenue was $1.35 billion, representing 34% year-over-year growth. Normalized adjusted EBITDA was $148.6 million, a 17% year-over-year increase. Normalized adjusted net income was $99 million, up 102%. Each of these figures represents meaningful growth and is consistent with our commitment from a few years ago to deliver greater than 10% adjusted EBITDA growth annually on an absolute basis. I will present both reported and normalized figures throughout this call, and Ivo will provide additional detail on the bridges between the two later in the call. Now, those financial results are the output. I want to now share something that I'm really proud of, and that is what's driving those financial results at the clinic level. Because I believe the real story of well is what's happening inside our network every day, which is the real world impact our platform is delivering to providers and patients. Clinicians across our network are saving up to two hours per day using our AI transcription capabilities provided through the WellSTAR platform. That time goes directly back into patient care. The cost our clinics online booking and self-check-in are saving more than 80 hours per week per clinic and administrative workload. Our patients are responding well, achieved a net promoter score of approximately 80 in 2025, well above the industry benchmark. Also, more than 4 million run rate appointments were booked online through the OceanMD network throughout the year, and 78% of patient digital consents are now being captured through our platforms, which speaks to the adoption and trust our technology has earned. On the referral side, we processed more than 1.5 million e-referrals in 2025, reducing paperwork and shortening wait times across the healthcare ecosystem. These are not theoretical efficiencies. They're measured, repeatable improvements at scale across 252 clinics and our WellSTAR network. And they are the reason our providers are seeing more patients, our margins are expanding, and our physicians increasingly want to join our network rather than practice independently. Moving on, let me provide some key operational highlights. At the end of 2025, Well had over 4,600 billable and non-billable providers delivering care across our network of physical and virtual clinics. Of that number, we now have 1,400 physicians in Canada, which is approximately 1.5% of all physicians practicing in the country. Beyond our own clinics, over 43,000 healthcare providers across Canada, the majority of whom are physicians benefit from WellSTAR's SaaS and technology capabilities. We estimate that well over 40% of all physicians in Canada engage with our WellSTAR platform in some capacity. Patient visits were very strong in 2025, particularly in Canada. Total care interactions exceeded 10.5 million, a 26% increase year over year with 14% organic growth. Canadian patient visits reached 4.3 million in 2025, an increase of 37% year over year with organic growth of 10%, including both clinic absorptions and same clinic expansions. For the third consecutive quarter, Canadian patient visits surpassed 1 million visits in a single quarter. System-wide, inclusive of the US and Canada, we delivered 6.9 million patient visits in 2025, a 21% year-over-year increase. Organic growth system-wide was 3%. The slower organic growth was attributable to Circle Medical, where patient visits declined year-over-year due to the company's significant focus on compliance. We expect this headwind to improve later this year as Circle Medical's compliance matures. The scale of our Canadian presence is worth pausing on. WELL now operates 252 clinics across Canada spanning primary care, diagnostics, specialty, allied health, and executive health. Approximately 70% of the Canadian population now lives within 20 kilometers of a WELL clinic. figure that reaches approximately 75% of the population within the provinces where we operate. We represent approximately 1.5% of outpatient care delivered nationally. The Canadian primary care and clinical market remains overwhelmingly fragmented. Our target is 10% within 8 to 10 years, and our modeling shows that we can achieve that while reducing our growth rate to half our present growth rate over time. The runway is substantial, and our objectives are achievable. Moving on, I want to spend some time on Welltrust, which we launched last month in partnership with HealWell AI. Welltrust sits at the intersection of our clinical network and the world of clinical research, and I believe it illustrates something important about where Well is heading. Welltrust is a consent-based platform that enables ethical, AI-powered patient identification for clinical research. The core idea is straightforward. WELL operates 252 clinics and delivers 4.3 million patient visits per year in Canada. That network represents one of the largest concentrated pools of real-world patient data in the country. WELL Trust allows us to mobilize that data with explicit patient consent to match patients suffering from chronic, rare, or complex conditions with life-saving innovations and new therapeutics through clinical trials and research studies. The first commercial application uses HealWell's Darwin AI engine, which is backed by 47 peer-reviewed publications to identify high-fit patients across our network and connect them with pharmaceutical sponsors and clinical trial networks. This is not a theoretical capability. The platform launched in February and is now live in 56 clinics with approximately 30,000 patients having provided their consent to date. I want to explain why this matters strategically. Clinical trial recruitment is one of the largest bottlenecks and cost centers in pharmaceutical R&D. Roughly 80% of clinical trials fail to meet enrollment timelines, and patient recruitment alone can represent 30 to 40% of total trial costs. A platform that can identify consenting pre-qualified patients from a large, diverse, real-world clinical network is genuinely valuable to pharma sponsors. and is something that a technology company without an owned clinic network simply cannot replicate. This is the Well thesis in action. Our clinics are not just care delivery assets generating fee-for-service revenue. They are the foundation for higher margin digital services that become possible only at our scale. WellTrust is the first product built on this insight, and we expect it to be the foundation for additional use cases, including real-world evidence generation and enhance clinical decision support. Importantly, Well Trust operates on a consent-first model. Patients have full, transparent, and revocable control over whether their data is being used for research purposes. Participation is entirely voluntary and has no bearing on the care patients receive at our clinics. We believe this approach is not only ethically necessary, but also commercially advantageous because it builds the trust that makes the platform sustainable over time. While WellTrust is not yet a material revenue generator, we believe it represents a meaningful new revenue stream as it scales, and we will provide updates on its commercial progress in the coming quarters. Before moving to our three presentation topics for today, I want to address our cash flow generation because Wealth Health is fundamentally a cash flow generator. As a reminder, shareholder EBITDA excludes the portion of earnings belonging to non-controlled interests. In 2025, Wealth achieved $149 million in adjusted shareholder EBITDA, representing an increase of 275% year-over-year. Free cash flow attributable to shareholders was 58.2 million in 2025, an increase of 19% year over year. This translates to a cash flow conversion of 39% from adjusted shareholder EBITDA to free cash flow. This number is lower because of the deferred revenues, which did not produce cash flow. As such, it is more applicable to consider the normalized results since they are aligned with cash flow generation activities. On a normalized basis, excluding circle medical and CRH impacts, adjusted shareholder EBITDA was 110.9 million, an increase of 15% year over year. This translates to cash flow conversion of 52% from adjusted shareholder EBITDA to free cash flow attributable to shareholders. And if one were to exclude cash interest paid, the cash flow conversion would be closer to 78%. Ivo will provide additional detail on free cash flow and our balance sheet position later on in the call. Now that we've covered our headline results, the impact our platform is delivering, and our operational cash flow performance, I'd like to turn to the three topics we'll be covering in the rest of the presentation. First, a deep dive into our Canadian clinics business, including our M&A track record and pipeline. Second, an update on WellStar and HealWell AI. including their competitive positioning of financial performance. And third, an update on the strategic review processes for our U.S. assets. The first topic I'll address this morning is the success of our Canadian business. As you can see from these charts, the historical performance of our Canadian clinics business has been exceptionally strong. Over the past four years, our Canadian clinics business has exceeded 47% CAGR in revenue. During the 12 months ended December 31, 2025, Canadian clinics achieved revenue of $444.3 million. For perspective, five years ago, our Canadian clinics revenue was $36.7 million for the year. Adjusted EBITDA attributable to our Canadian clinics business was grown at a CAGR of over 44%. During the 12 months ended December 31, 25, Canadian clinics achieved adjusted EBITDA 58.1 million, 43% better than the previous year. Our Canadian clinics network has grown to 252 clinics as compared to 128 clinics at Q1 2022. Moving on, patient visits in our Canadian network totaled 4.3 million in 2025. up 37% from 2024. The number of billable providers reached 2,207, up 23%. We continue to recruit more physicians than ever, and the Well brand is gaining recognition as a place where doctors can focus on patient care rather than clinic administration and charting. That value proposition is working. The efficiency story is clear in the data. Patient visits per billable provider reached 1,939 in 2025 compared to 1,744 in 2024, an increase of 11%. Patient visits are growing faster than our provider count, which demonstrates increasing productivity across the network. While many factors contribute, we believe our technology tooling, including our AI transcription and digital workflows, is a key driver. Looking at our total Well Canada business, which includes Canadian clinics, WellStar and CyberWell, but excludes HealWell, one can see that Well Canada generated revenue of $521 million in 2025, an increase of 35% compared to 30% growth in the prior year. Adjusted EBITDA reached $81 million, an increase of 44% compared to 23% growth in the prior year. I want to highlight that EBITDA is now growing faster than revenue in Canada, which was not the case last year. This is a direct result of our clinic transformation program and the operating leverage built into our business model. Moving to our recent Canadian clinic M&A activity, in Q4, we acquired 25 clinics across seven transactions, adding $45.6 million in annual revenue and 100 new providers. Q4 was our most active quarter for M&A in the company's history in terms of the number of transactions completed. Our pace of acquisitions has picked up in 2025. For the full year, we completed 19 transactions and acquired $113 million in clinical revenue, more than doubling the prior year's 10 transactions and $53 million. We continue to streamline, automate, and AI-enable our corporate development process with the goal of making our M&A engine more efficient and scalable as we move into 2026. Our pipeline continues to grow. We continue to have approximately $260 million in clinic revenue under LOI or in advanced stage covering six signed LOIs and 79 potential clinic targets. For all of Well Canada, including WellSTAR, we now have approximately $272 million in revenue under LOI or at an advanced stage. Our total Well Canada pipeline, including pre-LOI targets, represents more than 40 targets engaged, over $455 million in annual revenue, and more than 125 clinics. This is the largest pipeline we've ever had, and it gives us strong visibility into our growth trajectory for 2026 and beyond. And now moving to our second topic, I want to discuss our two technology subsidiaries, WellStar and HealWell AI. I know investors are paying close attention to the recent disruption caused by AI against the broader SaaS sector and the valuation compression many software companies have experienced. We believe both WellStar and HealWell are well insulated from AI disruption because they provide essential, mission-critical infrastructure for healthcare, a sector that is non-discretionary by nature. Taken together, WellStar and HealWell form the operating system for modern healthcare delivery in Canada. WellStar software runs the clinic, HealWell makes it smarter. And Well's owned and operated network gives both platforms a distribution advantage that standalone software companies cannot replicate. The slide in front of you outlines the competitive moats that we have built into each business. For WellStar, the key points are that it is the system of record and increasingly the system of action as it relates to the agentic workflows it manages for clinics it serves. Deeply integrated into billing, scheduling, and patient workflows with high switching costs and strong brand trust built over years in a regulated environment. For HealWell, the mode is built on clinical validation with 47 peer-reviewed publications backing its Darwin AI engine. A global distribution network through Orion serving over 70 enterprise customers across 11 countries and a data flywheel that becomes more defensible with each new deployment. I won't read through each item here on the slide, but I would encourage investors to spend some time with it. These are structural advantages that underpin our confidence in both businesses. Moving on, let's look at Wellstar's financial performance. We're pleased to report that Wellstar delivered another strong year, generating revenue of $72.9 million, an increase of 63% year-over-year. Wellstar achieved year-end annual recurring revenue, or ARR, of $72.6 million at the end of 2025, an increase of 35% as compared to 2024. This reflects the annualized run rate as of year-end. Adjusted EBITDA of 21.6 million in 2025, an increase of 66% as compared to adjusted EBITDA of 13 million in 2024. Adjusted EBITDA margins were 30% in 2025 for WellSTAR on a pre-shared services basis. I want to point out that once we add in shared services and public company overhead costs, the EBITDA margins for WellSTAR are expected to be slightly lower when we go public.

Moving on to HealWell.

HealWell is a global healthcare software company with enterprise-grade data science and AI offerings, serving 70 of the largest health systems here in Canada and globally in 11 countries, with customers such as the NHS in the UK, the governments of France, Spain, Saudi Arabia, Abu Dhabi, New Zealand, Australia, and health systems in the United States. In 2025, we had three quarters of inclusion of HealWell into our financial statements. Bill Wells total revenue contribution in 2025 to well health, including Heal Wells continued and discontinued operations was 112.9 million. Looking at continuing operations for Q4, which gives the best picture of where Heal Wells is heading, revenue in Q4 2025 was 32.2 million, an increase of 374% year over year. The healthcare software division grew 489%, primarily driven by the Orion transaction, while the AI division grew 67%. HealWell also reported positive adjusted EBITDA of $1.1 million in Q4, compared to a loss of $5 million in Q4 2024. We're extremely proud of the progress made by HealWell, a company that we helped launch. HealWell has moved from an incubation stage company to a profitable pure play AI and SaaS business in under two years. Moving on, HealWell is now moving from pilot phases to live enterprise deployments. Since our last earnings call, HealWell has secured contracts across three major markets. In the Middle East, HealWell signed its first landmark contract with a major governmental health system to deliver AI-based smart search, marking its strategic entry into this high-growth region. In the United States, HealWell is actively delivering Smart Identify within its U.S. healthcare environment to improve patient matching and data integrity. another AI product. In Canada, HealWell has successfully deployed SmartSearch within a provincial healthcare system and delivered SmartSummary to automate structured clinical reporting and reduce clinical burden. The most significant recent win, though, is the multi-million dollar, multi-year U.S. health information exchange contract announced on March 5th. This is a statewide contract supporting secure data exchange for millions of patient lives secured through competitive procurement. It was once through a coordinated bid between Orion Health and Verisource, another HealWell company, integrating HealWell's AI-based smart modules directly into Amadeus AI platform. This contract validates the strategy of combining Orion's healthcare information infrastructure with HealWell's AI intelligence layer. And the third topic I'd like to talk about is our current strategic review process of our U.S. assets. We're, of course, limited in what we can say about these strategic review processes, especially given the advanced nature of some of our work here and the negotiations we're engaged in. Nonetheless, I will give you some high-level color. Firstly, we remain committed to our strategy of divesting the U.S. company's U.S. healthcare delivery assets, including Wist, Circle Medical, and CRH. And I can confirm that we are now in active discussions with potential buyers for all three assets, which is an improvement from last quarter when only two of the assets were in active discussions. As I indicated in my letter to shareholders a couple months ago, we are seeing strong interest and engagement from prospective buyers, and we did see a significant increase in the level of interest at the end of the last year, which we had not seen before, and we've seen that level sustain and even continue to increase. We're navigating these conversations deliberately and with discipline to ensure we maximize value for our shareholders and find the right long-term partners for these high-quality businesses. And with that, I'd like to comment on each U.S. business. I'll start with Wisp. Wisp achieved annual revenue of $115 million in 2025, an increase of 14%. from $101 million in 2024. Adjusted EBITDA was $1.3 million in 2025 compared to $5 million the year before. The adjusted EBITDA decline reflects investment and growth initiatives that we expect to benefit the business moving forward, which continues to demonstrate strong top-line momentum in a large and underserviced women's health market. Moving on to Circle Medical. Let me start with announcing that we're pleased to have reached an agreement in principle with the DOJ on the matters they were reviewing as it relates to Circle Medical. As a result of this agreement in principle, we've updated our provision to 3.3 million US dollars, which is the total amount that we expect to pay. This amount is only slightly higher than our previously estimated provision of roughly 2.8 million US dollars. We will report back to shareholders once we have finalized the agreements that govern the figures I just provided. Circle Medical reported revenue of 145.1 million in 2025, an increase of 90%. However, revenue included approximately 36.8 million of net deferred revenue. On a normalized basis, removing deferral impacts from both years, Circle Medical's revenue was 108.3 million, a decrease of 19% year over year. The important nuance is that despite the decline in normalized revenue, Circle Medical's normalized adjusted EBITDA improved to 10.4 million, up 316% from 2.5 million in the prior year. We're encouraged by the EBITDA improvement and the progress on our compliance program. And finally, CRH and provider staffing. As for CRH, the combined CRH anesthesia and staffing business has been performing very well, having generated revenue of $503.4 million in 2025, compared to $355 million in 2024, an improvement of 42% year-over-year. Adjusted EBITDA for combined anesthesia and staffing was $103 million in 2025, compared to $57 million in 2024, an improvement of 79%. These results all are indicative of the growth and strong profitability of these two assets. On a normalized basis, once the one-time effects of the cybersecurity incident are accounted for that affected 2024 and 2025, normalized revenue for 2025 would have been $485 million compared to $380 million in 2024, a 28% improvement. Normalized adjusted EBITDA for combined anesthesia and staffing was 85 million in 2025, compared to 81 million in 2024, an improvement of 4.5%. To put this in context, in 2024, the cybersecurity incident that affected our US billing partner required us to de-recognize approximately 18 million US in revenue under IFRS, despite having delivered the underlying services. One year later, we've been able to demonstrate collectability for 13 million US of that amount, which has now been re-recognized. The remaining 5 million USC continues to be assessed. With the CRHN PACS now behind us and the agreement in principle on Circle Medical, we expect the trackability of our results to improve meaningfully moving forward. I will now turn the call over to our CFO, Eva Fung, who will review the financials for 2025.

Eva.

Thank you, Hamid. Rather than repeating our reported figures, which are available in our financial statements, I want to focus on our normalized financial performance, which removes the impact of Circle Medical and CLH from both 2025 and 2024 to provide a cleaner picture of the underlying growth. Normalized revenue was $1.35 billion in 2025, an increase of 34%. Normalized adjusted EBITDA was $148.6 million, an increase of 17%. Normalized shareholder adjusted EBITDA was $110.9 million, up 15%. I want to put these growth rates in context. A few years ago when we made a commitment to shareholders that we would deliver a minimum of 10% absolute adjusted EBITDA growth annually and reinvest the balance of our capacity into top-line growth. That is a deliberate strategy. We're not over-optimizing for either growth or earnings. We are balancing both because we believe that is what creates the most durable long-term value. With 17% normalized adjusted EBITDA growth and 34% normalized revenue growth in 2025, We are delivering on that commitment while simultaneously building scale that will drive earnings for years to come. More specifically, HealWell contributed significant revenue with a smaller EBITDA contribution given its earlier stage of integration and new clinical acquisitions completed in 2025, which is typically lower margin before we apply our clinic transformation program. We expect margins on these assets to improve as they mature within the network. In this revenue bridge, we can see that the reported revenue of $990 million in 2024 on the far left and revenue of $1.4 billion in 2025 on the far right of the graph. Excluding the impact of Circle Medical and CLH leads to normalized revenue of $1 billion in 2024 and $1.35 billion in 2025. The 34.4% growth in normalized revenue can be attributed to $113 million to HealWell and $231 million to organic and inorganic growth. In this adjusted EBITDA bridge, we can see the reported adjusted EBITDA of 46.7 million in 2024 on the far left of the graph and reported adjusted EBITDA of 203.7 million in 2025 on the far right of the graph. Excluding the impact of Circle Medical and CLH leads to a normalized adjusted EBITDA of 127 million in 2024 and normalized adjusted EBITDA of $148.6 million in 2025. The 17% growth in normalized adjusted EBITDA can be attributed to $5.7 million to heal well and $15.9 million to growth. Now onto our annual adjusted net income. Overall, our annual 2025 results reflect continued profitability in the business. In this adjusted net income bridge, we can see the reported adjusted net income of $8 million in 2024 on the far left and adjusted net income of $126.5 million in 2025 in the far right of the graph. Excluding the impact of Circle, Medeco, and CLH leads to normalized adjusted net income of $48.9 million in 2024 and normalized adjusted net income of $99 million in 2025. The 102% increase in normalized adjusted net income is driven by $34.2 million in growth. Now, free cash flow. Free cash flow attributable to shareholders was $58.2 million in 2025 compared to $48.9 million in 2024. The increase was driven by a $27.4 million improvement in adjusted shareholder EBITDA offset by higher taxes, interest, and capital expenditures, as well as a small negative cash flow contribution from HealWell. Capital expenditures were elevated due to investment in new equipment and clinical facilities, particularly our executive health and longevity clinics. We view these as growth investments that will generate returns in the coming period. The increase in cash taxes in 2025 compared to 2024 reflects higher U.S. cash taxes, increased profitability in certain Canadian operations, and incremental tax liabilities associated with recently acquired businesses. We expect our cash taxes will decrease when we start utilizing Canadian losses against profits in 2026 onwards. Now turning to our balance sheet as of December 31st, 2025. Wealth ended 2025 with a solid balance sheet, holding cash and cash equivalents of $133.8 million. We remain in good standing and fully compliant with all components related to our two credit lines at Wealth, JP Morgan in the U.S. and Royal Bank in Canada. The outstanding debt from these credit lines was approximately $377 million in Canadian dollars as of December 31st, 2025. Now this doesn't include Hewell's credit facility with the bank of Nova Scotia, which is also in good standing with outstanding debt of $48.8 million at the end of December. Importantly, at the end of January 2026, we expanded and extended our senior secured credit facility to 400 million Canadian dollars with an additional 100 million uncommitted accordion under a syndicate led by Royal Bank of Canada, JP Morgan, and TD Bank. This effectively doubles our prior capacity and extends the maturity to January 2030. This enhanced facility gives us significant financial flexibility to execute on our Canadian acquisition pipeline, which, as Hamid described earlier, is the largest we have ever had. We resumed our normal course issuer bids on NCIB in the fiscal year. In 2025, the company bought back approximately 408,100 shares in 2025. We're expecting to continue with our share buyback program in 2026 as permitted. I'm pleased to report that we have the cash and available resources to continue to fund our organic and inorganic growth program, which are focused on Canadian clinics and WorldStar. That concludes my financial update, and I will now turn the call back over to Hamid.

Thank you, Eva.

Now for our outlook. Pleased to provide guidance for fiscal 2026. We expect annual revenue in the range of 1.55 billion to 1.65 billion for the year representing reported growth of 11 to 18% and normalized growth of 15% to 22%. We expect adjusted EBITDA in the range of 175 to 185 million. This guidance includes approximately 17.6 million and circle medical deferred revenue expected to be recognized in 2026, which carries close to 100% EBITDA contribution. It also only includes acquisitions announced to date, excluding the impacts of CRH and circle medical deferrals, meaning on a normalized basis, the company expects to continue to deliver performance in line with prior years of achieving better than at least 10% annual growth in adjusted EBITDA and free cash flow growth, including acquisitions. Our guidance is sensitive to the timing of additional M&A and divestitures, and we'll update the market as needed and appropriate. For Well Canada specifically, which includes Canadian Clinics and WellStar, we delivered over 44% adjusted EBITDA growth in 2025, and we're targeting over $800 million in revenue and $100 million in adjusted EBITDA within 18 months. We also intend to proceed with the spin-out of WellStar subject to market conditions. And we remain resolutely committed to completing the sale of our U.S. care delivery assets. Active processes are underway, and our objective is to announce transactions that unlock value for shareholders. In closing, 2025 demonstrated that Well's model compounds. We delivered record results, accelerated our Canadian growth engine, strengthened our balance sheet, and advanced value-unlocking initiatives across WellSTAR, HealWell, and our U.S. portfolio. The strategic clarity we have today built around infrastructure for a healthier Canada positions us well for the years ahead. I would like to thank our board of directors, our senior management team across Well Clinics, WellStar, HealWell, and CyberWell, and WellUSA, and all of our employees and contractors. In particular, I want to thank our healthcare practitioners and frontline workers who provide remarkable patient care every day. They're the true heroes of the healthcare ecosystem, and we're grateful for the opportunity to serve them. It brings meaning to everything that we do. Thank you all for joining us today, and thank you to our shareholders, investors, and analysts for their continued support. We'll now open the call for questions. Operator?

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. If you wish to decline from the polling process, please press star followed by the two. And if you are using a speakerphone, please lift the handset before pressing any key. The first question comes from David Kwan with TD Cowen. Please go ahead.

Good morning. I wanted to ask about the CRH, I guess the revenue that you guys were able to recognize. So the revenue for CRTACRES was up over 20% of this course sequentially, which is much more than what we've seen historically, just due to seasonality. Also saw a good jump in the gross margin. So I'm guessing that the $13 million U.S. that you said you were able to recognize happened in Q4. And then also, was this, I guess, a key reason why the fiscal 26 adjusted EBITDA guidance was materially below kind of where the street was?

Yeah, thanks, David. I'm glad you asked that question. You know, the delta between our guidance and street expectations is largely explained by the noise associated with the circle medical deferrals and the CRH cyber incident impact. I think the circle medical deferrals were generally well understood by the street since those revenues were not de-recognized. They were simply deferred and therefore trackable. In the case of CRH, however, in Q4, we were able to re-recognize the $13 million U.S. of the $18 million that was de-recognized last year, as we were able to demonstrate under IFRS that these items were collected. So when you sort of normalize for these items, our guidance is very much in line with our established practice of committing at least 10% bottom line growth while reinvesting the balance in top line growth. So we're confident in delivering on that framework, but I think that gives much better perspective, hopefully, you know, understanding that CRH, you know, carried that kind of impact.

That's great. Thanks for the color there, Hamid. And just one question on kind of capital allocation. I appreciate all the color that you've given as it relates to the sale processes and share buybacks. You've got a convertible debenture that's maturing at the end of this year. So I was wondering if you could provide some color as to what your plans are with that.

Yeah, thanks, David. You know, we have numerous different ways that we can deal with that. I think, you know, again, we have some line of sight on, you know, some divestiture income that could come, but we also have opportunities for leveraging our current lines, which obviously have been boosted, but we also have other opportunities. And so I think it's something that we want to deal with probably around the mid-year point. So we'll keep everyone posted on that, but we're more than confident that our capital structure can provide a solid solution.

Great. Thank you.

Thank you. The next question comes from Gianluca Tucci from Hale Securities. Please go ahead.

Hi, afternoon, guys. Hamid, I was going through the MD&A and did notice that you reached an agreement with the state of California as it pertains to CIRCLE. Just wondering if you can add some context there.

Yeah, thanks, Gianluca. As I noted in my script, you know, we're really pleased to have come to an agreement in principle, you know, under IFRS, once we reach that agreement principle, we needed to update our provision for the year, even though we have not finalized that agreement. So we go through, the way that it works is we go through a negotiation, we sort of you know, agree in principle on the amounts, and then there's a process to finalize. And look, I think this, I think, provides a lot of, you know, hopefully clarity and trust in our original provision, which I think is really important. The fact that we came so close to that original provision shows that we did assess this properly. the very significant market reaction that occurred last year was probably an overreaction to the matter. Now, noting that the disclosure around this came at, I think, on or around Liberation Day, so it wasn't a great market at that time. But, yeah, no, we're very pleased, and once it is complete, we will update the market.

Excellent. Thank you, sir. And then just secondly, on the expanded credit facility, Is the bulk of that earmarked for M&A here in Canada? Just wondering, as it pertains to your targets here for Well Canada, how can I be thinking about the deployment of capital in the near to mid-term?

Yeah, thanks for asking. So that That expanded credit line that is being upsized from $200 to $400 with a $100 million accordion gives us a lot of dry powder. We can use it for a variety of things, but note that that only sits on the security perimeter around our Canadian Clinics Division. Of course, we could use it for other things outside of that, but that is the main focus for it. And I would say that, look, it allows us to continue to be highly opportunistic and picking up assets that we think are exciting, both on the primary care and the diagnostic business. Note that two thirds of our EBITDA in Canadian clinics comes from diagnostic imaging and specialized care, mostly diagnostic imaging. That is a business that we are very fond of. We really like the structural margins there. We love the predictability of that business. We are the largest license holders in Ontario pursuant to the public-private partnership framework, the IHS licensing framework there. And we'll continue to grow there. That is a priority for us. And it's great to have the underlying capital to do that. Keep in mind that in diagnostics in a big province like ontario requires licensing this isn't something that you can just do if you have physicians and equipment you know the province requires actual licenses and when we acquire assets most people are not valuing the licensure because those licenses can be worth by themselves millions of dollars and so um it's very important to consider that uh uh you know from a capital allocation perspective there's great value, enduring long-term value in those types of assets. So that is where we're looking to allocate some of that capital as well, as well as, I would say, longevity and exact care. Generally speaking, we're leaning into higher margin areas that we feel have long-term compounding capabilities.

Great color, Hama. Thank you. I'll pass the line.

Thank you. The next question comes from Erin Kyle with CIBC. Please go ahead.

Hi there. Thanks for taking the questions. Just to follow up to that last one there, it's sort of a similar question here with the 260 in revenue under LOI or close to for Canadian clinics. As of the end of the quarter, maybe you can talk a bit more about the opportunity there, how it's kind of broken out into primary care and preventative care, and then just how you expect to kind of finance those acquisitions cash on hand or the upsized credit facility that you just spoke about? And can you just remind us if there's a leveraged target or a leveraged ceiling, rather, that you try to maintain?

Yeah. Thanks, Erin. Great question. So, look, we generally... like the leverage target of around three and a half for the company. You know, we can stomach a little bit higher than that on a temporary basis, but sort of our target leverage tends to be about three and a half. As for the 260 million under LOI and advanced It is a pretty good kind of mix between, I would say, you know, specialized care, diagnostics, and primary care. Noting that primary care has a very big breadth. That's the thing with healthcare. I mean, it's not all just, you know, you're praying vanilla primary care clinics. There's lots of opportunity out there within the private care arena, you know, in the procedural health areas, things like trigger point injections, all kinds of different procedures where physicians are generally getting paid more for doing things. I mean, when you look at healthcare in general, healthcare practitioners, when they physically engage in, you know, whether it's shots or other various different types of procedures, they generally do obtain more reimbursement. We are We are focusing in some of those areas and have some of those under LOI. And diagnostics, as I mentioned earlier, we really like that business. There continues to be excellent potential. We're still very much a small market share earner comparatively, even though we're the biggest. So I would say those continue to be the big areas for us. And I think there's very good sort of balance between that mix.

Thanks, Amit. That's helpful color there. And then I have a question just on the margin profile for the segments in the quarter, specifically on primary care. The adjusted EBITDA margin was a bit below where we'd expected for the quarter. Anything specific to call it there, or is it really just integration of some recent acquisitions?

Yeah, thanks. It's mostly timing. I think you'll see that improve this year. It's mostly timing in relation to you know, the different assets that we observed and we acquired and the process and timing that it takes for clinic transformation. Also noting that some of the new M&A that we are engaging in is of higher margin. So I expect that to improve over the next year or two.

That's helpful. Thank you.

Thank you. The next question comes from Michael Freeman with Raymond James. Please go ahead.

Hey there, good afternoon. Congratulations on finishing a big year and these results. I wonder if you could speak more about the assumptions that inform your guidance, so your 2026 guidance and then your 18-month target for Well Canada.

Sure, yeah.

Look, I think with our assumptions, the guidance, importantly, does not include any new M&A, right? It includes all the M&A announced to date. It is relying on the organic growth that we are expecting. It relies on the deferred revenues and other features that we've talked about on this call. And so for that reason, it is sensitive to you know, key announcements or catalysts that we would make. So for example, if we, if we make a, um, a divestiture, we will have to come back with new guidance that effectively, you know, uh, uh, clarifies or, or adjust for that divestiture. Uh, but, uh, look, this comes back to well, uh, and its commitment to deliver at least 10% absolute EBITDA growth. I mean, I think that's, if there's one big thing to take away from this call, And I'm hoping this has been clear over the past years, but both Eva and I on this call are trying to really reconfirm that Wells committed to that at least 10% EBITDA growth. And I think that's really important because we are not over-optimizing for top line and bottom line. We're taking a really balanced approach that we think benefits long-term value for the company. And there are great companies in the past, such as Descartes, that have taken the same approach where the street can be confident and clear that we have a commitment, but beyond that commitment, we're going to really drive growth in the business. And I think that's the framework in which we're coming with this. So I think it's really important to first of all ensure that you are normalizing the results because of all these impacts that we've had to deal with and then secondly layering on the the growth commitments that we are that we've indicated so for example this past year look at our Free cash flow growth. Free cash flow growth is a really important metric to track because that would have transcended all of the adjustments with Circle Medical and CRH. Our free cash flow growth grew 19% year over year. And so we're saying, hey, look, we're going to grow at least 10% without an EBITDA, without with basically, well, we gave the midpoint, which I think was around 10%, but we're saying we're going to grow at least 10% overall on an absolute basis from an EBITDA perspective.

Okay. All right. Thank you. That's very, very helpful. I wonder, so now looking at the divestment of U.S. assets. You mentioned on this call that you are approaching a resolution with the DOJ, with Circle Medical, and it looks like the cyber issue with CRH has been in large part resolved. I wonder, how would you describe both of these events precipitating their effect on the sale processes for these two assets?

Yeah, it's a good question. Look, I think they definitely add noise, particularly on the circle medical side. I think with the CRH side, this is something that happened to a significant number of companies. This was a major industry issue and matter that affected companies like CRH. And so I think But of course, it still adds noise and it's something that has to be worked out. And we're really pleased to be in a position to provide more clarity to the street on CRH. And I think that's definitely resonating as well in our private conversations around sale processes. But of course, having a line of sight and understanding of where we're going to end up with DOJ subject to signed agreements You know, we're really pleased that we have that clarity moving forward, and I do believe it's going to really help our processes moving forward.

Okay, yeah, and just further, you mentioned that since the end of the year, you noticed that there was more interest than ever in your assets. Do you think this was a result potentially of these, you know, the DOJ and the cyber issue coming or approaching resolutions?

Actually, thank you. That is an important point of clarification. No, that is irrespective of these line of sites. I think what we're trying to say there is that in general, we're seeing the market improve. Private equity sponsors who tend to be the significant majority of transactions occurring in the space are becoming more accustomed to the challenges and And volatility that the industry presents. Of course, you know, the US administration has, you know, it was in its first year. And I think that people were trying to figure out which way that US administration was going to go in terms of reimbursement policy. There was concerns around, you know, staking inflation, how is that going to impact things and where was that going to be going? And then, of course, there was a little bit more clarity around the trajectory of interest rates at that point in time. Note that these, you know, big healthcare platforms that are especially driven through M&A like CRH tend to be more inflation sensitive because they do generally leverage debt in order to tuck in acquisitions under a platform. So I think These are sort of more big picture macro reasons that I think were perking up the market and we were just seeing more inquiries and more interest in the sector. And that generally makes sense. In Trump's first term, it did take a little bit of time for people to get acclimatized to his administration's approach and focus and style and all that kind of good stuff. I think we're seeing the same thing here.

Gotcha. All right. Thank you very much. I'll pass it on.

Thank you. The next question comes from Daniel Rosenberg with Paradigm. Please go ahead.

Hi, thanks for taking my question. My first one continues on the theme of the strategic initiatives. So I was curious to hear if your thoughts have changed at all along the WellSTAR spin out, just given current market conditions, how you're thinking about it and timing of something like that, however your thoughts changed.

Thanks, Daniel. Our thoughts have not changed very much because we feel that Wellstar is a benefactor of the AI disruption. If I could zoom out a little bit, our view and I think generally what we're seeing play out in the market is that AI disruption is real and it's creating a new class of winners and losers. And it's very, very important that you know, investors really pay attention to that. And we're seeing that play out in terms of valuations as well. Companies that have real moats that are participating in areas like system of record or system of action that have, you know, integration moats that have regulatory moats. These companies may, you know, may actually become more valuable, not less valuable, because they're able to demonstrate that AI disruption will not be able to essentially transcend those modes. And for that reason, we're continuing to prepare. Some of our increased costs from a GNA perspective, reflected adding, you know, pub coast style costs for Wellstar and getting it prepared. And, you know, we're very confident. And of course, we have to do a really good job conveying our messaging and demonstrating that Wellstar is, you know, an agentic platform, are delivering and represent the future of Canadian healthcare. And, you know, we feel really confident with that. So, you know, proof will be in the pudding, but based on our discussions with certain investors around the street, there's very much appetite and interest in wanting to see WellSTAR be public and backing WellSTAR. So we look forward to that.

Thanks for that, Kohler. Switching gears to the clinic pipeline, so obviously you added an impressive 25 in pursuing M&A. along the clinic business. I'm just wondering how you think about it longer term, sustaining that kind of cadence. You're a bigger company, so being able to have that same kind of impact as you yourself grow bigger through that channel. Any color there would be appreciated.

When you talk about impact, what do you mean in terms of impact on the industry or impact in terms of our financials? Could you clarify that a little bit?

Oh, I just mean by size. I mean, your pipeline has grown, but so have you as a total business. So I'm wondering if you could sustain that cadence with M&A, that it can drive the impressive growth we've seen.

Look, I think we're just the most, the three most important things in M&A are discipline, discipline, and discipline. I think you're going to see us get even more disciplined as we grow. We're just getting better and better with each deal. Our models become more sophisticated. Our diligence teams get smarter and better. We just try to learn from everything that we do. I think we can sustain these types of numbers I'm not sure we're always going to have the type of percentage increase in terms of number of transactions that we've had, but I don't think we necessarily have to in order to achieve our goals. We're not going to do transactions for the sake of doing transactions. The objective here is not you know, to just grow for the sake of growth. If we find good deals, we'll do that. If not, we'll stand down. I think what's going to be important is balance sheet discipline, maintaining, you know, reasonable leverage ratios and eventually reducing those leverage ratios over time. And I think that will very much happen. So, you know, we're very pleased because we can just see that It's not just that the financial results compound. Our knowledge in getting these deals compounds. And we get better over time. And M&A is not an easy thing to do. It's hard work. It's hard doing good deals. It's hard integrating. It's hard making sure that the cultures all match. And we're getting pretty good at it. And, you know, we'll get better.

Great. Thanks for taking my questions. Thank you.

Thank you. That concludes our Q&A session. I will turn the call back over to Hamid Shabazi for closing comments.

Well, thank you very much for all the questions today and for tuning in. We really appreciate it. And we're very excited about our 2026 year, as we noted. And we look forward to speaking with you later in May. Have a wonderful day.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and we ask that you please disconnect your lines.