WELLTOWER INC.WELL
WELLTOWER INC. Income Taxes Disclosure
Income Taxes and Distributions
We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.
The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2, which may result in variation in the application of the model rules and timelines. These changes did not have a material impact on our consolidated financial statements for 2025. We will continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position.
Cash distributions paid to common stockholders for federal income tax purposes are as follows for the periods presented:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Per share: | ||||||||||||||||||||
Ordinary dividend(1) | $ | 1.4538 | $ | 1.3948 | $ | 1.6719 | ||||||||||||||
Long-term capital gain/(loss)(2) | 1.3662 | 0.5147 | 0.1159 | |||||||||||||||||
| Return of capital | — | 0.6505 | 0.6522 | |||||||||||||||||
| Totals | $ | 2.8200 | $ | 2.5600 | $ | 2.4400 | ||||||||||||||
(1) For the years ended December 31, 2025, 2024 and 2023, includes Section 199A dividends of $1.4538, $1.3948 and $1.6719, respectively.
(2) For the years ended December 31, 2025, 2024 and 2023, includes Unrecaptured Section 1250 Gains of $0.3742, $0.1268 and $0.0150, respectively.
Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Current tax expense | $ | 42,498 | $ | 9,216 | $ | 8,840 | ||||||||||||||
| Deferred tax benefit | (49,614) | (6,516) | (2,476) | |||||||||||||||||
| Income tax expense (benefit) | $ | (7,116) | $ | 2,700 | $ | 6,364 | ||||||||||||||
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2025, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2025 primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2025, 2024 and 2023, the foreign tax provision (benefit) amount included in the consolidated provision for income taxes was ($13,029,000), ($978,000) and $5,938,000, respectively.
The following table reconciles the U.S. federal statutory income tax rate to our effective income tax rate for our taxable operations for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| Year ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes | $ | 200,491 | 21.0 | % | $ | 204,869 | 21.0 | % | $ | 76,547 | 21.0 | % | ||||||||||||||||||||||||||
| State and local income tax, net of federal income tax effect | 5,599 | 0.6 | % | 3,977 | 0.4 | % | 3,763 | 1.0 | % | |||||||||||||||||||||||||||||
| Foreign tax effects: | ||||||||||||||||||||||||||||||||||||||
| Canada: | ||||||||||||||||||||||||||||||||||||||
| Change in valuation allowance | (2,740) | (0.3) | % | 14,521 | 1.5 | % | 10,898 | 3.0 | % | |||||||||||||||||||||||||||||
| Foreign rate differential | (1,638) | (0.2) | % | 6,264 | 0.6 | % | 3,848 | 1.1 | % | |||||||||||||||||||||||||||||
| Nondeductible other expenses | — | — | % | (33,715) | (3.5) | % | — | — | % | |||||||||||||||||||||||||||||
| Other | (8,996) | (0.9) | % | (2,866) | (0.3) | % | (4,761) | (1.3) | % | |||||||||||||||||||||||||||||
| United Kingdom: | ||||||||||||||||||||||||||||||||||||||
| Book loss disallowed for tax purposes | — | — | % | 4,133 | 0.4 | % | 5,680 | 1.6 | % | |||||||||||||||||||||||||||||
| Change in valuation allowance | 19,337 | 2.0 | % | 42,042 | 4.3 | % | (6,696) | (1.8) | % | |||||||||||||||||||||||||||||
| Deferred true ups | (62,413) | (6.5) | % | (50,380) | (5.2) | % | 19,430 | 5.3 | % | |||||||||||||||||||||||||||||
| Foreign permanent differences | 29,187 | 3.1 | % | 1,947 | 0.2 | % | 2,103 | 0.6 | % | |||||||||||||||||||||||||||||
| Foreign rate differential | (16,922) | (1.8) | % | (20,017) | (2.1) | % | (22,191) | (6.1) | % | |||||||||||||||||||||||||||||
| Nondeductible deal costs | — | — | % | 14,231 | 1.5 | % | 18,543 | 5.1 | % | |||||||||||||||||||||||||||||
| Nondeductible other expenses | 41,331 | 4.3 | % | 9,311 | 1.0 | % | — | — | % | |||||||||||||||||||||||||||||
| Return to provision | 28 | — | % | (11,531) | (1.2) | % | (2,505) | (0.7) | % | |||||||||||||||||||||||||||||
| Other | (9,122) | (1.0) | % | 13,211 | 1.4 | % | 946 | 0.3 | % | |||||||||||||||||||||||||||||
| Other foreign jurisdictions | — | — | % | — | — | % | — | — | % | |||||||||||||||||||||||||||||
| Changes in valuation allowance | 93,576 | 9.8 | % | 14,118 | 1.4 | % | 31,313 | 8.6 | % | |||||||||||||||||||||||||||||
| Nontaxable or nondeductible items: | ||||||||||||||||||||||||||||||||||||||
| Earnings not subject to income tax | (212,895) | (22.3) | % | (193,136) | (19.8) | % | (122,571) | (33.6) | % | |||||||||||||||||||||||||||||
| Other | (423) | — | % | 222 | — | % | 228 | 0.1 | % | |||||||||||||||||||||||||||||
| Changes in unrecognized tax benefits | — | — | % | — | — | % | (2,440) | (0.7) | % | |||||||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||||||||||||||
| Deferred true ups | (21,266) | (2.2) | % | (2,463) | (0.3) | % | (6,291) | (1.7) | % | |||||||||||||||||||||||||||||
| Return to provision | (59,889) | (6.3) | % | (12,144) | (1.2) | % | 419 | 0.1 | % | |||||||||||||||||||||||||||||
| Other | (361) | — | % | 108 | — | % | 101 | — | % | |||||||||||||||||||||||||||||
| Effective tax rate | $ | (7,116) | (0.7) | % | $ | 2,700 | 0.3 | % | $ | 6,364 | 1.7 | % | ||||||||||||||||||||||||||
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset (liability) attributes, are summarized as follows for the periods presented (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs | $ | (179,146) | $ | (41,711) | $ | (40,336) | ||||||||||||||
| Operating loss and interest deduction carryforwards | 579,867 | 394,168 | 323,852 | |||||||||||||||||
| Expense accruals and other | 180,035 | 76,767 | 64,970 | |||||||||||||||||
| Valuation allowances | (510,926) | (400,753) | (330,073) | |||||||||||||||||
| Net deferred tax assets (liabilities) | $ | 69,830 | $ | 28,471 | $ | 18,413 | ||||||||||||||
On the basis of the evaluations performed as required by the codification, valuation allowances totaling $510,926,000 were recorded on U.S. taxable REIT subsidiaries, as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to
subjective evidence such as our projections for growth). The valuation allowance activity is summarized as follows for the periods presented (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Beginning balance | $ | 400,753 | $ | 330,073 | $ | 294,558 | ||||||||||||||
| Expense (benefit) | 110,173 | 70,680 | 35,515 | |||||||||||||||||
| Ending balance | $ | 510,926 | $ | 400,753 | $ | 330,073 | ||||||||||||||
As a REIT, we are subject to certain corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards.
Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2022 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2021. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2021 related to entities acquired or formed in connection with acquisitions and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2019 related to entities acquired or formed in connection with acquisitions.
At December 31, 2025, we had a net operating loss (“NOL”) carryforward related to the REIT of $358,461,000. Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2017 will expire through 2037. Beginning with the tax years after December 31, 2017, the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning after 2020, limits the use of NOLs to 80% of taxable income.
At December 31, 2025 and 2024, we had an NOL carryforward related to Canadian entities of $335,545,000 and $397,776,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2025 and 2024, we had an NOL carryforward related to U.K. entities of $1,055,028,000 and $321,618,000, respectively. These U.K. losses do not have a finite carryforward period.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 12, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 10, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 18, 2016 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.