WELL Health Improves Guidance Based on WELL Canada Achieving $100 Million in Annualized Adjusted EBITDA Run-Rate Ahead of Schedule

Executive Summary

• WELL Health Technologies achieved its $100 million annualized Adjusted EBITDA run-rate for WELL Canada three calendar quarters ahead of schedule, driven by strong organic growth and two accretive clinical acquisitions.
• The company closed two complementary acquisitions in Ontario and Québec (OID Group and UnionMD) for an initial $115 million, expanding its Canadian clinic network to approximately 270 locations.
• Driven by this performance and the acquired assets, WELL now expects to exceed its previously announced 2026 Adjusted EBITDA guidance range of $175 million to $185 million, with a formal update to be provided alongside Q2 financial results.

Key Details

• Acquisition Targets & Structure: 100% acquisition of the OID Group (Ontario outpatient diagnostic imaging clinics) and approximately 65% controlling interest in UnionMD (Québec multi-disciplinary healthcare platform).
• Purchase Price & Consideration: $115 million paid at closing; total potential purchase price up to $160 million inclusive of future earn-outs and vendor take-back financing.
• Funding: Fully funded through cash on hand and a newly expanded/extended senior secured credit facility arranged in January 2026 with a syndicate led by RBC, JPMorgan Chase, and TD Bank.
• Financial Performance & Margins: Combined 2025 Adjusted EBITDA of approximately $22 million with margins exceeding 25%. WELL Canadian Clinics now generate well over $80 million in annualized Adjusted EBITDA run-rate.
• Revenue & Margin Efficiency: Achieved the $100 million run-rate on approximately $700 million in revenue, implying an Adjusted EBITDA margin of ~14% (approximately 180 basis points ahead of prior guidance which assumed $800 million in revenue).
• Network Scale: Expanded to approximately 270 clinics nationally, supporting approximately 2,350 billable healthcare providers and over 5 million annual patient visits.
• Guidance Update: Exceeds the top end of the previously announced 2026 Adjusted EBITDA guidance range of $175 million to $185 million; formal outlook update to be provided with Q2 earnings.
• Integration & Synergies: Acquisitions will leverage WELL's shared services infrastructure, AI-powered clinical tools, and technology platforms to enhance operational efficiency, expand capacity, and drive further margin expansion.

Notable Quotes

• Hamed Shahbazi, Chairman and CEO: "Reaching $100 million in annualized Adjusted EBITDA run-rate for WELL Canada three calendar quarters ahead of schedule, and at materially better margins than we had guided to, is a milestone we are very proud of. What makes it especially meaningful is how we got here. This is the result of total performance across our Canadian business - strong organic growth at both WELL Clinics and WELLSTAR, complemented by disciplined, accretive acquisitions. Our model is working, and we are reaching our goals faster and more profitably than planned. We now turn much of our attention to integration and operational execution across the platform."
• Dr. Michael Frankel, President of Canadian Clinics: "Both of these acquisitions bring strong, well-established clinical teams into the WELL network and reflect the depth of talent that exists across the Canadian healthcare landscape. We look forward to bringing these clinics into the WELL ecosystem, leveraging our shared services infrastructure and technology platforms to enhance operational efficiency and the experience for both patients and providers."