WELL 10-Q filed 2026-10-27 | Key takeaways
WELL filed its 10-Q; the most relevant disclosure change is expanded Business combinations: The Barchester Healthcare acquisition (282 properties, $6.85B net consideration) and HC-One Group acquisition (282 properties, $1.65B net consideration) were both finalized as of September 30, 2026 with immaterial measurement period adjustments recorded. Barch. Customer concentration: Barchester Healthcare represented 11% of net_operating_income; Cogir Senior Living represented 8% of net_operating_income.
Key takeaways
Barchester acquisition finalized: 282 properties acquired in October 2025 generated $740M in nine-month revenue; HC-One acquisition (282 properties) generated $900M in nine-month revenue.
Seniors Housing Operating segment NOI grew to $897.7M in Q3 2026 from $564.4M in Q3 2025, driven by acquisitions and portfolio expansion.
Outpatient Medical portfolio disposition: 74 properties disposed in nine months with $591M gain recognized; 315 of 319 properties disposed through September 30, 2026.
Customer concentration: Barchester (283 properties, 11% of NOI), Cogir Senior Living (174 properties, 8%), Avir Health Group (208 properties, 7%), Care UK (265 properties, 6%), Oakmont Management Group (82 properties, 4%).
Canadian-dollar commercial paper program established in August 2026: C$400M outstanding at September 30, 2026 at 2.62% weighted-average rate.
Subsequent events: Approximately $7B in seniors housing acquisitions announced for Q4 2026, including a Canadian portfolio of 27 properties for C$2.2B (closed October 1, 2026) and a 62-property U.S. portfolio for approximately $2.6B.
Key metrics
Customer concentration
Disclosure changes
- Business combinations
The Barchester Healthcare acquisition (282 properties, $6.85B net consideration) and HC-One Group acquisition (282 properties, $1.65B net consideration) were both finalized as of September 30, 2026 with immaterial measurement period adjustments recorded. Barchester contributed $740M and HC-One contributed $900M in nine-month revenue.
Finalization of acquisition accounting eliminates uncertainty around asset and liability valuations and provides clarity on goodwill and intangible asset amounts. - Segment reporting
During Q3 2026, asset management services related to the Seniors Housing Fund I LP were reclassified from Seniors Housing Operating segment to Non-segment/Corporate to better align with how the CODM reviews results.
Segment reclassification affects how investors evaluate segment-level performance and NOI attribution. - Dispositions
The Outpatient Medical portfolio disposition (319 properties, approximately $7.2B) continued with 74 properties disposed during Q3 2026 generating $591M in gains. Through September 30, 2026, 315 of 319 properties have been disposed.
The ongoing disposition significantly reduces the Outpatient Medical segment's contribution to revenues and NOI, with Q3 2026 Outpatient Medical NOI down 78.5% y/y to $32.6M. - Credit facilities and commercial paper
A new Canadian-dollar denominated commercial paper program was established in August 2026 with C$1B maximum aggregate principal, under which C$400M was outstanding at September 30, 2026 at a 2.62% weighted-average interest rate.
New currency-denominated debt program introduces foreign exchange exposure and diversifies funding sources. - Loans receivable
In March 2026, two mortgage loans totaling $895M were provided collateralized by skilled nursing facility portfolios at 8% annual interest. The Genesis Healthcare notes receivable of $129M were repaid in October 2026 at approximately carrying value following Genesis's Chapter 11 bankruptcy proceedings.
Resolution of Genesis credit exposure through bankruptcy repayment eliminates uncertainty around loan recoverability. - Goodwill
Goodwill decreased to $336.2M as of September 30, 2026 from $346.3M at December 31, 2025, reflecting $6.5M in acquisition measurement period adjustments and $3.6M from foreign currency translation effects.
Goodwill reduction from measurement period adjustments indicates finalization of acquisition fair value estimates below preliminary amounts.
Primary source
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