WELL Health Technologies Q2 2026 Earnings Report

WELL Health Technologies EPS Results

• Actual EPS: C$0.04
• Consensus EPS: N/A
• Beat/Miss: N/A
• One Year Ago EPS: N/A

WELL Health Technologies Revenue Results

• Actual Revenue: $400.43 million
• Expected Revenue: N/A
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

WELL Health Technologies Announcement Details

• Quarter: Q2 2026
• Date: 8/6/2026
• Time: After Market Closes
• Conference Call Date: Thursday, August 6, 2026
• Conference Call Time: 5:30PM ET

WELL Health Technologies (TSE:WELL) (TSX: WELL) is Canada's largest outpatient healthcare company and a leading provider of technology-enabled healthcare solutions. WELL is building the infrastructure for a healthier Canada, where every patient gets better care, every provider is empowered by AI, and every piece of health data is protected. WELL owns and operates more than 250 clinics in Canada, supporting more than 5 million annual patient visits. Through its subsidiary WELLSTAR, WELL provides electronic medical records, AI-powered clinical tools, patient engagement platforms and IT management services. WELL provides cybersecurity services through its CYBERWELL subsidiary. WELL is publicly traded on the TSX under the symbol 'WELL' and on the OTC Exchange under the symbol 'WHTCF'. To learn more, please visit: www.well.company .

WELL Health Technologies Q2 2026 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: 2026 guidance was raised: Revenue guidance increased to CAD 1.58–1.65 billion, while adjusted EBITDA guidance rose to CAD 185–195 million. Management cited stronger June performance and higher-margin growth as the basis for the upgrade.
• Positive Sentiment: Canadian operations reached the CAD 100 million adjusted EBITDA run rate milestone three quarters ahead of schedule. WELL Canada’s normalized Q2 adjusted EBITDA grew approximately 56%, supported by clinic growth, margin expansion, and technology-enabled productivity.
• Positive Sentiment: WELL completed the acquisitions of Ontario Imaging Diagnostics and UnionMD, adding approximately CAD 22 million of annual EBITDA and expanding its diagnostics and procedural-health offerings. Management said both businesses performed at or above expectations in their first month.
• Positive Sentiment: WELLSTAR raised CAD 50 million ahead of its expected TSX Venture listing in September, providing capital for acquisitions, AI product development, and organic growth. WELLSTAR generated Q2 revenue of CAD 23 million, up 37% year over year, with a 21% expected 2026 adjusted EBITDA margin.
• Negative Sentiment: Reported Q2 adjusted EBITDA declined 3% to CAD 48.1 million and adjusted net income fell to CAD 11.6 million, while debt increased to CAD 628.7 million following acquisition funding. The company is also pursuing strategic alternatives for its U.S. care assets, but management cautioned that no transaction has reached a disclosure stage.

Presentation

[Operator]

Good afternoon, ladies and gentlemen, welcome to the WELL Health Technologies Corp second quarter 2026 conference call. At this time, all 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 zero for the operator. This call is being recorded on Thursday, August 6, 2026. I would now like to turn the conference over to Pardeep Sangha. Please go ahead.

[Pardeep Sangha, VP of Corporate Strategy and Investor Relations at WELL Health Technologies]

Thank you, operator, welcome everyone to WELL Health's fiscal second quarter financial results conference call for the period ended June 30th, 2026. Joining me on the call today are Hamed Shahbazi, 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. Portion of today's call, other than historical performance, includes 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 WELL's control, that may cause the actual results, performance, or achievements of WELL to differ materially from the anticipated results, performance, or achievements implied by such forward-looking statements.

[Pardeep Sangha, VP of Corporate Strategy and Investor Relations at WELL Health Technologies]

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 of 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's required by law. We may use terms such as adjusted gross profit, adjusted gross margin, 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-IFRS measures.

[Pardeep Sangha, VP of Corporate Strategy and Investor Relations at WELL Health Technologies]

For more information on how we define these terms, please refer to the definition set out in today's press release and in our management's discussion and analysis. The company believes that adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations, which the company can use to fund working capital requirements, service future interest and principal debt repayments, and fund future growth initiatives. Adjusted EBITDA should not be construed as an alternative to net income or loss determined in accordance with IFRS. With that, let me turn the call over to Mr. Hamed Shahbazi, Chairman and CEO.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thank you, Pardeep, and good day, everyone. We appreciate everyone for joining us. Before we get into the quarter, I would like to step back and highlight what WELL has accomplished over the past several months. This quarter wasn't defined by a single financial result. It was defined by execution across every key pillar of our strategy, expanding our Canadian clinics platform through acquisitions and organic growth, reaching a major profitability milestone ahead of schedule, strengthening our balance sheet, and unlocking additional growth capital for WELLSTAR to accelerate its next phase of growth.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Specific highlights are as follows. One, we reached our CAD 100 million adjusted EBITDA run rate milestone for WELL Canada three quarters ahead of schedule and at margins meaningfully ahead of our original expectations. Two, we successfully completed our inaugural CAD 150 million senior unsecured bond offering, strengthening our balance sheet by extending our debt maturity profile to 2031.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Three, last week, WELLSTAR completed a CAD 50 million financing, which included both primary and secondary components in conjunction with its planned standalone public listing in September, attracting high-quality institutional investors while positioning the business for its next phase of growth. Four, we completed two highly strategic acquisitions, Ontario Imaging Diagnostics and UnionMD, which expand our leadership in Canadian outpatient healthcare while adding approximately CAD 22 million of annual EBITDA. Taken together, these milestones demonstrate that our strategy is working. We are building a larger, higher quality, better capitalized healthcare platform, one that is delivering stronger profitability today while creating multiple avenues for future growth. That execution is why we are increasing our 2026 guidance today. Our new 2026 guidance is revenue of CAD 1.58 billion-CAD 1.65 billion, compared to previous guidance of CAD 1.55 billion-CAD 1.65 billion.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We have raised the bottom end of our guidance and narrowed the range to the upside. For adjusted EBITDA, our new guidance is CAD 185 million-CAD 195 million, up a full CAD 10 million from CAD 175 million-CAD 185 million. As you can tell, the EBITDA guidance range has been significantly improved versus the revenue guidance range, which speaks to our execution and focus on higher-margin growth opportunities. Now to the quarter itself. Revenue in Q2 was approximately CAD 400 million, up 12% year-over-year. Adjusted EBITDA was CAD 48.1 million, down 3%, and adjusted EBITDA attributable to WELL shareholders was CAD 35 million, down about 6%. On a normalized basis, meaning once accounting for the Circle Medical deferred revenues, revenue grew 14% to CAD 395.6 million, and adjusted EBITDA grew 8% to CAD 43.3 million, and adjusted shareholder EBITDA grew 4% to CAD 32 million.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

In terms of the gap between reported and normalized matters, this quarter, again, we had CAD 9.7 million of deferred revenue in Q2 2025 versus CAD 4.8 million this quarter. That swing combined with roughly CAD 8.7 million of one-time retro reimbursement revenue in the Canadian patient services business in the prior year period dampened our reporting growth rate, even though the underlying business grew much faster. With that context in mind, let's turn to the rest of the financial highlights. Adjusted gross profit was CAD 178.4 million, up 12% year-over-year, with adjusted gross margin improving ten basis points to 44.6%. Once normalized for deferred revenues, adjusted gross profit was CAD 173.6 million, up 17%, with margin expanding 90 basis points to 43.9%. Our margin expansion continues to be driven by the shift in revenue mix towards higher-margin WELLSTAR, diagnostics, and executive and longevity health revenue.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Adjusted net income was CAD 11.6 million in Q2 2026. On a normalized basis, adjusted net income was CAD 9.2 million. I will let Eva walk through the detailed bridge behind these net numbers later on in the call. First, I want to spend a moment on June specifically, because the shape of the quarter matters as much as the total. We exited Q2 materially stronger than we entered it. June revenue was up 24% year-over-year or up 28% normalized for deferred revenues. June adjusted EBITDA was up 12% reported and up 43% normalized. June adjusted shareholder EBITDA was up 28% reported and up 66% normalized. June was a strong month within the quarter, and that strength flowed through to our margins as well. The positive results in June were also driven by recent acquisitions of OID and UnionMD, as well as improvements in Wisp business, again in June.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

That is the exit rate underpinning today's guidance increase, and is the clearest signal indicator we have of where the Canadian business is heading in the second half. These results reflect a business that continues to compound. Turning to our operational metrics. WELL's clinic network now includes over 5,000 providers, including more than 1,500 physicians in Canada. Beyond our own clinics, more than 45,000 unique providers are supported by WELLSTAR's technology. Remember, there are only just over 100,000 physicians in the entire country. System-wide, inclusive of Canada and the U.S., and excluding HEALWELL AI, patient visits grew 19% year-over-year to 2 million, with 5% organic growth. In Canada, patient visits reached 1.4 million, up 28% year-over-year, or 5.6 million visits on an annualized run rate basis.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Total care interactions, which we define as patient visits plus technology interactions, exceeded 3.1 million in the quarter, up 21% with 11% organic growth. Care interactions are growing faster organically than patient visits, that tells you that our technology layer is increasingly doing more of the work alongside our clinical platform. Moving on. Strong financial and operational results are the output of something more important, the real-world positive impact our platform is delivering for patients and providers every single day. Here are three new and updated examples of how we are making an impact to Canadian healthcare. First one, WELL cardiologists are seeing patients in approximately two weeks against the 15.3 week industry average reported by the Fraser Institute. Second, technology enablement at WELL Clinics has driven an 80% reduction in no-shows, which means more efficient use of provider time and shorter effective wait lists for everyone else.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

In partnership with HEALWELL, we have collected now over 85,000 WELL Trust consents as of June 30th, giving patients a consent-first way to participate in research and data-driven care. These are not theoretical efficiencies. They are measured, repeatable improvements at scale. They are why patients and providers continue to keep choosing WELL. Moving on to our team. I am very pleased to report that four high-caliber leaders joined WELL this quarter to support the next phase of our growth. Derek Clark joined as COO, Chief Operating Officer, bringing over 20 years of healthcare and digital health leadership from TELUS Health and GE HealthCare to support our next phase of operational execution and scale. Welcome, Derek. Loreto Grimaldi joined as Chief Legal Officer, bringing more than 25 years of legal, governance, and M&A leadership, previously at MedAvail Technologies Inc. and most recently as CEO of Tricor Automotive Group. Welcome, Loreto.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Kaytek Przybylski joined as Chief Digital and Information Officer, bringing more than 25 years of enterprise technology and digital transformation experience, most recently as Chief Digital Officer at Lantern and previously EVP and Chief Data and Technology Officer at LifeWorks, previously known as Morneau Shepell. Welcome, Kaytek. Dr. Andrew Bond joined as Chief Health Officer and Head of Public Sector. Andrew brings more than two decades of clinical and health system leadership, most recently as SVP and Chief Medical Officer at GreenShield. Andrew now leads clinical governance across the WELL group and is spearheading our public sector strategy, including the One WELL vision, which I want to talk you through next. Welcome, Andrew. The next few slides lay out the strategic frame, and I will be brief because it has not changed.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Canada's healthcare system is remarkably complex and faces six structural pressures: access, provider burnout, chronic disease, acute capacity, the fiscal ceiling, an aging population, and data fragmentation. I won't get into the details of all this now, but this slide sizes each of these challenges. Virtually everything you read in the news concentrates in one of those six. That's the high-level view of where Canadian healthcare stands today. I want to show you how WELL is specifically built to address these pressures at once. WELL's vision is to be the operating system underpinning outpatient healthcare at scale for a more modern Canadian healthcare system. We are the only integrated example in the country that combines care delivery at scale, the technology to run and continuously improve that delivery, and an intelligence layer that turns the resulting data back into better care and better tools for providers.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Clinics that deliver care, technology that runs it, and AI that makes it smarter. Our above-average NPS or Net Promoter Score are demonstrating that patients appreciate our tech-enabled approach that values their time, and we continue to work hard to improve our offerings every day. Now on to One WELL. We call the integrated offering across the WELL group of companies One WELL. In Canada, this consists of over 275 clinics and more than 1,500 physicians delivering 5.6 million annualized visits, including the country's largest diagnostic group at over 85 locations. It is WELLSTAR's technology running intake, scheduling, clinical decision support with a human always in the loop, billing and cybersecurity for those providers. And it's HEALWELL's clinical AI, identifying patients with rare and chronic disease for our clinicians and enterprise life sciences partners.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We are built as an interoperable system builder, not a silo builder, which aligns with the Bill S-5 Connected Care for Canadians Act, now before the House of Commons of Canada, and with the Pan-Canadian Interoperability Roadmap that WELLSTAR and HEALWELL are leading contributors to. One WELL is about bringing together the best of the WELL group to support Canadians' healthcare at a time when Canadians supporting Canadians is more important than ever. Turning to our capital structure. On June 15, 2026, we closed WELL's inaugural senior unsecured notes offering. CAD 150 million aggregate principal amount of 6.875% senior unsecured notes due 20 to 31, issued at par and ranking equally with our other senior unsecured indebtedness. The proceeds of the offering will be used to repay our convertible debentures due December 2026 and the balance for general corporate purposes.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

The oversubscribed offering was led by BMO Capital Markets on behalf of the syndicate of banks. The demand we saw across the syndicate is a meaningful vote of confidence from fixed income investors in the durability of our cash flows, and it turns out our maturity profile to 2031. Let's look at WELL Canada, which includes Canadian clinics, WELLSTAR, and CYBERWELL, but excludes HEALWELL. WELL Canada generated revenue of CAD 176.6 million, up 32% year-over-year, or approximately 41% excluding the prior year's one-time reimbursement lift from the base. As mentioned earlier, this was roughly CAD 8.7 million of one-time retro reimbursement revenue. Adjusted EBITDA was CAD 27.4 million, up 19% on a reported basis or approximately 56% excluding that same prior year item. Either way you look at it, this is the compounding growth in our Canadian business that underpins today's guidance increase.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Canadian clinics, which includes both primary care and diagnostics, generated revenue of CAD 151.6 million and adjusted EBITDA of CAD 22.3 million, up from CAD 114.9 million and CAD 18.2 million a year ago. Our primary care adjusted EBITDA margin expanded to 8.6% from 5.2%, reflecting both accretive acquisitions and continued execution of our clinic transformation program. On a trailing basis, Canadian clinic revenue has compounded at a 47% CAGR and adjusted EBITDA at a 44% CAGR. The network has grown from 128 clinics at the start of 2022 to over 275 today. Patient visits in our Canadian clinics network totaled 1.36 million, up 28%. Billable providers reached 2,444, up 26%. Note that these figures include our UnionMD and OID acquisitions, which contribute their full provider count but only one month of visits as they closed in June. Excluding these acquisitions, visits continued to grow faster than the provider count.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Visits per billable provider rose to approximately 576 from approximately 584, and from approximately 449 two years ago. AI transcription and digital workflows remain a key driver of that productivity gain. Including these acquisitions, visits per billable provider were approximately 557. Zooming out, in a highly burdened healthcare environment, productivity improvements such as these really matter. Turning our attention to Canadian clinic M&A activity. In Q2 2026, we had a big quarter and completed three transactions, adding 23 clinics and CAD 67.8 million in annual revenue and 117 new providers. Q2's activity mainly reflects the OID and UnionMD acquisitions mentioned previously. Turning to the pipeline, the total WELL Canada pipeline remains strong, and including pre-LOI targets represents more than 30 targets engaged, over CAD 340 million in annual revenue and more than 70 clinics.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

As noted before, our definition of WELL Canada includes Canadian clinics, WELLSTAR and CYBERWELL, but excludes all of HEALWELL due to its international focus. For WELL Canada, total revenue under LOI or advanced stage represents approximately CAD 193 million across five signed LOIs and unsigned LOI opportunities. Combined with the balance sheet flexibility from our new bond offering, this gives us strong visibility into our Canadian growth trajectory through 2026 and beyond. Turning our attention to WELLSTAR. Last week, we announced that WELLSTAR closed a brokered private placement, raising gross proceeds of CAD 50 million in conjunction with its planned standalone listing on the TSX Venture Exchange. The financing was made up of CAD 36.2 million of new treasury subscription receipts and CAD 13.8 million from a secondary offering by an existing shareholder, which was not WELL.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

It was anchored by a large Canadian bank-owned asset manager, together with new institutional investors and existing shareholders, led by TD Securities, RBC Capital Markets and Stifel on behalf of a syndicate of agents. WELLSTAR is expected to begin trading on the TSX Venture Exchange in September of 2026. Two years ago, you may recall, we said we wanted WELLSTAR to be around CAD 100 million in revenue by the time it went public, and we've achieved that goal. WELLSTAR is expected to generate approximately CAD 95 million in revenue in 2026 at an expected adjusted EBITDA margin of approximately 21%, with a three-year organic revenue growth target of over 20%. A standalone listing gives WELLSTAR enhanced strategic flexibility, greater access to growth capital, and increased visibility with investors. Use of proceeds include strategic acquisitions, AI-driven product innovation, organic growth initiatives, and general corporate purposes.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

WELL and WELLSTAR executives, as well as WELL Health itself, participated in the offering and is expected to remain a majority long-term controlling shareholder and growing customer. Now WELLSTAR's performance. WELLSTAR generated revenue of CAD 23 million, up 37% from CAD 16.8 million one year ago. Adjusted EBITDA was CAD 5.8 million, up 32% from CAD 4.4 million. After approximately CAD 193,000 worth of one-time public company costs incurred in preparation for the listing, adjusted EBITDA was CAD 5.6 million, still up 27%, maintaining its rule of 40 performance. The next topic I'd like to address is our ongoing strategic alternatives processes for our U.S. care delivery assets, CRH Medical, Wisp, and Circle Medical. Across the three processes, we currently have more than 10 parties engaged at various stages of review, split roughly evenly between strategic acquirers and financial sponsors.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

While we have active and engaged parties as part of the processes, nothing has reached a stage that would warrant disclosure, consistent with our obligations, we will inform the market promptly when something does. One structural point worth noting, WELL owns 100% of the shares of CRH Medical, whereas we are a controlling shareholder in Wisp and Circle Medical with share ownership of just over 50%, 53% in Circle Medical and as well in Wisp. Combined with its scale, that is why CRH carries the most weight in our financial profile. Turning briefly to how businesses performed, Wisp had a challenging start to the year with losses through the first five months, but returned to profitability in June under a sharper focus on margins and cost management.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Quarterly revenue was $29.3 million, up from $28 million, with an adjusted EBITDA loss of $200,000 against an EBITDA profit of $866,000 for Q2 2026. Note that adjusted EBITDA for the month of June alone was over CAD 1.2 million. Circle Medical's reported revenue of $29.5 million against $34 million year-over-year reflects IFRS 15 deferral timing rather than any change in the business. Normalized Circle grew modestly, and the team continues to focus on margin improvement in compliance, and adding four states by year-end. CRH Anesthesia, together with provider staffing, generated combined revenue of $129.6 million, up 5%, with combined adjusted EBITDA of $24.9 million, up 4%. Year-over-year growth was impacted by the Radar staffing business, which experienced some attrition in its customer base. The balance of the staffing business continued to perform well, as has the GI-focused services anesthesia business.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Overall, the team has done an excellent job continuing to keep the business healthy and growing. With that, let me turn the call over to Eva to walk through the balance of our financial results.

[Eva Fong, CFO at WELL Health Technologies]

Thank you, Hamed. Good afternoon, everyone. Thank you for joining us today. First, let me walk you through the bridge from our Q2 2025 revenue of CAD 356.7 million to Q2 2026 revenue of CAD 404 million. On the left side of the chart, removing CAD 9.7 million of Circle Medical net deferral impact from Q2 2025 get us to normalized Q2 2025 revenue of CAD 347 million. From there, removing CAD 8.7 million of one-time reimbursement lift from Canadian Patient Services revenue received in Q2 2025 for services provided in prior quarters, shows the net growth of our business consisting of CAD 51.2 million from WELL Canada and CAD 6.1 million from U.S. Patient Services and other businesses such as HEALWELL and WELL Research. Which gets us to normalized Q2 2026 revenue of CAD 395.6 million.

[Eva Fong, CFO at WELL Health Technologies]

On the right side of the chart, including CAD 4.8 million of Circle Medical net deferral impact in Q2 2026, gets us to Q2 2026 revenue of CAD 404 million. WELL Canada's growth of CAD 51.2 million was driven by organic and inorganic growth in our Canadian clinics and WELLSTAR businesses. The Adjusted EBITDA bridge follows a similar pattern. This slide shows that the bridge from our Q2 2025 Adjusted EBITDA of CAD 49.7 million to Q2 2026 Adjusted EBITDA of CAD 48.1 million. On the left side of the chart, excluding CAD 9.7 million of Circle Medical net deferral impacts, gets us to normalized Q2 2025 Adjusted EBITDA of CAD 41.1 million. From there, removing CAD 5.4 million of one-time Canadian Patient Services revenues reimbursement lift show us a clearer picture of the Adjusted EBITDA growth.

[Eva Fong, CFO at WELL Health Technologies]

WELL Canada's Adjusted EBITDA increased by approximately CAD 9.8 million, while U.S. Patient Services Adjusted EBITDA increased by CAD 2.8 million compared to Q2 of last year, which gets us to normalized Q2 2026 Adjusted EBITDA of CAD 43.3 million.

[Eva Fong, CFO at WELL Health Technologies]

On the right side of the chart, including CAD 4.8 million of Circle Medical net deferral impact in Q2 2026, gets us to Adjusted EBITDA of CAD 48.1 million in Q2 2026. The underlying net Adjusted EBITDA growth of WELL Canada reflects the continued revenue and margin expansion in our Canadian clinics and WELLSTAR businesses. Turning to Adjusted net income. This slide shows the bridge from our Q2 2025 Adjusted net income of CAD 25.8 million to Q2 2026 Adjusted net income of CAD 11.6 million. Similarly, on the left side of the chart, removing Circle Medical net deferral impact of CAD 4.9 million gets us to normalized Q2 2025 Adjusted net income of CAD 20.9 million.

[Eva Fong, CFO at WELL Health Technologies]

From there, removing CAD 3.8 million of one-time Canadian Patient Services revenues reimbursement lift. We had CAD 8.2 million of legal fees and other costs, CAD 3.9 million of higher interest expense, which were partially offset by CAD 3.5 million of favorable non-operating items, and CAD 0.6 million of net growth, which gets us to normalized Q2 2026 adjusted net income of CAD 9.2 million.

[Eva Fong, CFO at WELL Health Technologies]

On the right side of the chart, excluding CAD 2.4 million of Circle Medical net deferral impact in Q2 2026 gets us to adjusted net income of CAD 11.6 million in Q2 2026. For clarity, non-operating items include depreciation expense, foreign exchange gain and loss, gain on disposal of assets, and non-controlling interest or NCI included in net income. The increase in non-operating items is partially due to an increase in NCI from recent acquisitions. Legal and other costs includes litigation settlement and defense costs, net of insurance recovery.

[Eva Fong, CFO at WELL Health Technologies]

On to free cash flow. Adjusted free cash flow attributable to shareholders was CAD 11.7 million in Q2 2026, in line with Q2 2025. The bridge demonstrates that CAD 2.5 million of higher spend on corporate and WELL Research, CAD 1 million of higher cash interest, and CAD 3.6 million of higher capital expenditures, partially offset by CAD 3.3 million of lower cash taxes and CAD 3.8 million of net growth. The capital expenditures increase reflects clinic upgrades and renovation of key clinic and private care facilities. We expect those elevated costs to decline slightly, though maintenance CapEx will run slightly higher Given our expanded diagnostic business, we expect free cash flow conversion to improve as the investment phase normalizes through the second half of the year. Turning to our balance sheet as of June 30th, 2026.

[Eva Fong, CFO at WELL Health Technologies]

WELL held cash and cash equivalents of CAD 130.6 million as of June 30th, 2026, compared to CAD 133.8 million at December 31st, 2025. Total loans and borrowings were CAD 628.7 million as at June 30th, 2026, compared to CAD 425.4 million at December 31st, 2025, reflecting the drawdown of credit facilities to fund acquisitions during the period ahead of the bond offering Hamed mentioned earlier. We remain in full compliance with all financial covenants across our syndicated credit facilities with JPMorgan in the U.S., RBC and The Bank of Nova Scotia in Canada. During the six months ended June 30th, 2026, we generated CAD 54.4 million of cash from operating activities, used CAD 176.6 million in investing activities, primarily, CAD 152 million on business and asset acquisitions, and generated CAD 118.3 million from financing activities, primarily from the net credit facility proceeds ahead of the bond offering.

[Eva Fong, CFO at WELL Health Technologies]

We have renewed our normal course issuer bid program in May 2026, repurchasing a total of 162,600 shares in Q2 2026. We expect to continue our NCIB program through the balance of 2026 as permitted. With the bond proceeds earmarked to repay the convertible debentures maturing in December 2026 and continued capacity under our credit facilities, we are very well positioned to continue funding growth in Canadian clinics and WELLSTAR. That concludes my financial update. I will now turn the call back over to Hamed.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thank you, Eva. Now on to our outlook. I gave you the guidance numbers at the top of the presentation. I won't repeat them here. As we discussed, especially on the EBITDA side of things, they represent a healthy increase in expectations. What I do want to add here are two new markers for how we're thinking about growth ahead now that the CAD 100 million WELL Canada milestone is behind us. First, WELL Canada is targeting a run rate of over CAD 1 billion in revenue by the end of 2028, both inclusive of organic growth and acquisitions. Secondly, WELL Clinics on its own is targeting a run rate of over CAD 100 million in adjusted EBITDA by the end of this year, 2026. Also, WELLSTAR, as I mentioned earlier, is expected to begin trading on the TSX Venture Exchange in September. Our capital allocation logic remains unchanged.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Canadian clinics remains the primary destination for incremental WELL parent company capital, which is also the central rationale behind the WELLSTAR listing now underway. To close off our presentation today, Q2 delivered a Canadian business that reached its CAD 100 million EBITDA milestone three quarters early, an inaugural bond offering that turns out our balance sheet, a fully funded WELLSTAR listing weeks away. That is why we raised our guidance today. I'd really like to thank our board of directors, our leadership teams and support staff across the world and across all our operating subsidiaries, and above all, our healthcare practitioners and frontline workers who make a difference in the lives of our patients every day. Thanks also to you, our retail and institutional shareholders and analysts for your continued support. Operator, 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 touch-tone 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 keys. David Kwan with TD Cowen, please go ahead.

[David Kwan, Analyst at TD Cowen]

Thank you. Good afternoon. I was wondering, Hamed, if you could talk about WELLSTAR and particularly the nice pickup that we've seen in e-referral volumes in the first half of this year. Where is that volume growth coming from, and how do you see the growth kind of over the next year or two?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thanks, David. Generally speaking, we had a fairly significant win this past year in Ontario. As you may remember or be aware, there was a very significant procurement effort that essentially shortlisted, despite us sort of piloting before, it shortlisted essentially three vendors that were presented to all regions across the province, and all of the regions ended up going with OceanMD. That was a very significant event for OceanMD and really, I think demonstrated the quality of the product and engagement that it has. We continue to see e-referral growth really everywhere, but obviously that big win in Ontario was a big step function gain for us. Look, we continue to see lots of opportunities for OceanMD to win. If you look at where OceanMD has now won, we have key contracts from British Columbia through to Ontario, through to Nova Scotia and others.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We're seeing a lot of also growth and interest from other provinces. I think it's a great story, and it's one that we're going to be tracking closely for investors.

[David Kwan, Analyst at TD Cowen]

Thanks. I was just wondering whether there was anything in BC. Obviously, you announced, I think it was a couple of years, a year and a half, maybe two years ago, how the ramp is going in BC.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

The BC business continues to grow. I will say it is definitely smaller still than places like Ontario, which have gone through significant pilots and have been at it for much longer. These programs do take a little bit of time because you really need to get the originating physicians and the physicians being referred to all on the program, and there's a little bit of lead time associated with that. We're making progress every day, and we're excited about the future of BC as well.

[David Kwan, Analyst at TD Cowen]

I appreciate it. Maybe just one last one. There hasn't been much talk on clinic absorptions compared to, say, a couple of years ago when you were a lot more active on that front. Are you finding fewer clinic absorption opportunities in the market today? Can you maybe talk about what mix they would account for in the pipeline?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Yeah. Great observation, David. Yes, we're definitely not doing as many, and that has a lot to do with just the bandwidth of our clinic transformation team. Look, you can see the activity associated with our clinic acquisitions is quite extensive. We just have to be very thoughtful and choosy about where we want to allocate those resources. We'll probably now put our attention more in areas like absorptions just because we've spent quite a bit of capital this year, especially capping our capital allocation activity with OID and UnionMD. You'll probably see some more, but keep in mind that absorptions also take just a lot more time and energy than your standard clinic. We're now seeing really substantial EBITDA gains.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We have to, just like our capital, our clinic transformation time is limited, and we have to think about that as prudent allocators of that time and expertise. We're just trying to think about it a lot more strategically.

[David Kwan, Analyst at TD Cowen]

I appreciate it. Thanks.

[Operator]

Daniel Rosenberg with Paradigm Capital, please go ahead.

[Daniel Rosenberg, Analyst at Paradigm Capital]

Hi. Thanks for taking my question. My first one comes on the M&A process. I appreciate you segmenting some of the LOI in the pipeline versus total pipeline. I was wondering if you could speak to how you're thinking about M&A through the different divisions that you have, whether it be allocating capital, allocating resources, or otherwise, how are you splitting the resources you have?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Yeah, no, it's a great question. Look, you'll notice that particularly this month and really all this year, we've been allocating capital in higher margin areas. That is very, very intentional. Overall, I would say that the majority of our EBITDA in Canadian clinics does come from diagnostic imaging in our, what was legacy, our MyHealth platform that we really built on top of. We really like that business. We think that that's a business that particularly performs well in an increasingly AI-disrupted world. It is one of the rare areas where AI actually helps augment your capability and helps you deliver care more quickly. It's not an area where we think that there's any kind of friction or any kind of autonomous service delivery. I'm talking about many years downstream. The margins are strong, and because of AI enhancements, we think the throughput will be higher.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We continue to really like that business. As far as if you look at our UnionMD acquisition, that one has a lot to do with procedural health, different processes and procedures, pain injections, light kind of surgical-like aesthetic treatments, dermatological kind of procedures. These are the types of things, non-aesthetic Botox uses that are addressing various different health ailments. These are higher margin types of areas that we like quite a bit. Our e-referral business, for example, is one that in Alberta, you may remember the acquisition of our e-referral asset in the previous quarter. That's performing very well right now.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

I would say that the benefit of being this far into our M&A program now is we have a much better understanding of all the different niche areas, and we have excellent view and understanding of their margin profiles, their growth profiles. As we centralize and think about our capital allocation, we're very choosy as to where we put that capital. The longevity in executive health areas, for example, have also really performed nicely for us. A lot of the public clinics also continue to perform better for us. I would say that we're much more choosy about which of those public clinics to take on because the margins are more challenging than some of the private alternatives.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Hopefully, that gives you a little bit of perspective, yeah, we tend to favor higher margin areas where the juice is worth the squeeze from a clinic transformation perspective as well.

[Daniel Rosenberg, Analyst at Paradigm Capital]

Thanks. Appreciate that. Kind of adjacent, last question from me. Just along the lines of allocating the capital, you had a couple of larger acquisitions in the quarter. I'm wondering how you're thinking about debt levels, that balance. Obviously, there's a growth opportunity with M&A, but in the near term, there's also debt levels and repayments and the recent debt instrument that you secured. Just any commentary on where you're comfortable with the balance sheet being relative to the growth opportunities you have, and I'll pass the line. Thank you.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Yeah. No, it's a great point. Well, look, as we improve EBITDA generation, our organic growth, we will see more EBITDA returns. That'll have a natural kind of force to push down our leverage ratio, and we'll put that capital back to work. This is where my commentary about doing lower-end clinics comes in. We may now traffic in some of those lower-end clinics which are much more capital efficient for us. They take a little bit more time, but we're through, I would say, for now, some of these bigger purchase ticket items. Look, as the divestiture processes come to maturity, there will be additional capital that we'll put to work there. I mean, for bigger ticker items, but you'll continue to see, I think, a good diet of bolt-ons occur, even notwithstanding that.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

I would say, look, we probably go back to a more normalized M&A rhythm. We'll keep the bigger ticket items warm as we bring forth non-dilutive capital to help us tackle those bigger items.

[Daniel Rosenberg, Analyst at Paradigm Capital]

Great. Thank you.

[Operator]

Justin Keywood with Stifel, please go ahead.

[Justin Keywood, Analyst at Stifel]

Hi. Thanks for taking my call. Nice to see the results. On the new CAD 1 billion WELL Canada goal by 2028, that's quite the expansion from the current CAD 700 million run rate. I assume there's some operating leverage potential if that goal is reached. What type of margin profile should we expect?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Great question. Look, we think that in general, margins are on the way up. Right. Obviously, further to the last question and answer process that we just had where I talked a little bit about the absorptions. Clearly, absorptions do have initially, they sort of drag down overall margins. I think overall, given how much higher margin revenue we're adding and will add, I do believe that on balance, we'll see margins increase. That's kind of our goal. We're going to be very intentional about that. While that is a goal, what's equally important to us is to not see margin degradation. That's I think, what makes that such a compelling goal. Now, I want to be clear that does require us to get some liquidity from our U.S. assets in order to be able to deliver on some of that.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We're comfortable that'll happen in due time.

[Justin Keywood, Analyst at Stifel]

Understood. Just on the organic strength with the Canadian clinic network, seems to be pretty robust in the low double-digit range. I'm wondering if there was anything particular in the quarter to drive that organic growth rate. We know that the generic GLP-1 has just arrived in Canada. Is that having an impact, or is there any other particular health trends of note?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Look, our organic growth has been generally very strong over time. It sort of bobs around a little bit. I would say that, of course, as the numbers get bigger, it's harder to keep that higher. Generally speaking, in healthcare, you see organic growth that's roughly flat to about 3%. We've been running quite a bit better over a very significant period of time. I'd say what's driving a lot of that for us right now is really the best practices in tech enablement strategies that we're deploying. A lot of it has to do with WELLSTAR's clinic orchestration and physician empowerment tools. Also, I will say, we're starting to now get broader deployment of some of the HEALWELL stuff as well.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Generally speaking, I think that tech enablement is going to lead the way, and the mix of what we bring into the network and how we power those clinicians. Again, we're being really thoughtful as we grow. A prime example is the eConsult business. That's something that we brought on just a couple of quarters ago, and we're already seeing significant double-digit increases in performance from that asset, which as you may remember, was a fairly material asset. We're trying to both drive and activate growth in our existing business, but also ensure that we are buying into growth vehicles that continue to provide us with tailwinds.

[Justin Keywood, Analyst at Stifel]

Very helpful. Thank you.

[Operator]

Rob Goff with Ventum Financial, please go ahead.

[Rob Goff, Analyst at Ventum Financial]

Thank you very much. Yet another question on the M&A outlook in Canada. A question there: are you seeing others show up and you're facing bidding comp situations, or is it still pretty much non-competitive? On the other side of the table, are sellers getting a bit more motivated to go along with the consolidation given the pressures of automation and digitization, et cetera?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Good questions. Thanks, Rob. We are definitely seeing competition here and there in some of our processes. I will say one of the things that we've been very good at is also just trying to find unique opportunities where we don't have competitors, where they're not organized processes. I think what's improved, I may have mentioned this on a previous conference call, we have now really tech and AI-enabled our own M&A process. Our current M&A process, as well as the identification and origination of deals, is unrecognizable to what it was a year ago in terms of our depth of understanding of the market, our depth of understanding of margin profiles, growth rates, who's doing what, and I think that's really demonstrating a clear advantage for us. I would think that, yes, we do see people out there from time to time.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

I do think that we're also trying to find unique opportunities. I also think that WELL's brand is attracting folks. I think we've been in a couple of scenarios where we're just seen as an aspirational company to sell to. I think that's one of the things. Your second point, I think you talked about motivation along the lines of automation and digitization. Is that motivating folks? I'm not sure that is motivating folks. I think that for the longest time, especially in the diagnostic business, we just saw that when multiples have declined after the pandemic, a lot of people just didn't want to sell. They had their heart set on higher multiples. While there is some competition in that diagnostic space, it is still, I would say, a fraction of what it is in the U.S.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We do see some competition there. Tech enablement, I don't think has necessarily driven people to want to sell more. If anything, I would think that tech enablement is a force that takes the pressure off from a provider if they implement it well. The problem with providers is that it's really hard for them to execute on that tech enablement by themselves. This is why, for example, WELLSTAR acquired BlueBird iT, is because it's also got, a lot of people don't recognize this about WELLSTAR, it has a very substantial network of break-fix maintenance, of being able to deploy and manage technology. Of course, on the WELL side, we have a whole managed service, and that's one of the reasons why we're so successful with technology because we don't put it on the provider.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

When you show up to conduct your business at WELL, you have a whole talented team of support people and technology people around you to make you successful, and it's all using the latest and greatest technology. I will say that if your question was within the context of do they want to come into our network so that they can benefit from those technologies, I would say yes. I do see a lot of evidence of that, particularly in the absorptions or very little multiple acquisitions that we make.

[Rob Goff, Analyst at Ventum Financial]

Great. Thank you, good luck.

[Operator]

Gianluca Tucci with Haywood Securities, please go ahead.

[Gianluca Tucci, Analyst at Haywood Securities]

Hey, Hamed, congrats on the quarter. Just one question from our end here. Could you provide an update to the work with the Competition Bureau that's going on right now, Hamed? Thank you.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Yeah. No, thank you, Gianluca. We submitted all of the requests for information that we had been asked for, we have not had any other reach outs or bona fide discussion with them. So there's not much more that I can say. I think that we, of course, have reviewed all the same documents ourselves, we feel that we're in an excellent position. As you know, we don't feel that we are in any way anti-competitive. As you're likely aware, what started this whole journey with the Competition Bureau is kind of a miss by our counsel on the HEALWELL acquisition, where that was a noticeable transaction that didn't get properly noticed. So we fell into a different queue with the Competition Bureau. It wasn't necessarily kind of started by any other exceptional or anomalous matter in the marketplace.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Look, we're very confident of our actions. We're definitely a company that values competition and works really closely with the market. In fact, I would say that when you think about things like WELLSTAR's app marketplace, there's no company in the country that is as open and standards-based and supportive of innovation and connectivity than we are. I think folks understand that, and I'm optimistic as to the results of that assessment.

[Gianluca Tucci, Analyst at Haywood Securities]

Thanks, Hamed. Congrats again.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thank you, Jeff.

[Operator]

Michael Freeman with Raymond James, please go ahead.

[Michael Freeman, Analyst at Raymond James]

Hey, everybody. Thanks for taking my question. I wonder if we could talk about your recent acquisitions of UnionMD and OID. How has their performance been in their first month in-house? Just thinking about the historical 25%+ adjusted EBITDA margins, how do we see these trending as you move forward, as you integrate, and potentially as you expand capacity? Thanks.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thanks. It's a great question. Both of these are strong margin generators. They have slightly different growth profiles. What's interesting about UnionMD, it's a platform for dermatology and procedural health, and it's one that we feel that we can successfully integrate into some of our other clinical environments. That really excites us. Not only does it have a nice growth profile in terms of its own same-clinic sales growth, also new sites, but also its ability to then be integrated and extended. I think that that one may have more of an effect in terms of future growth and in terms of its potential to impact the business. OID is a great performer. We already found them to be extremely efficient.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

We hope to improve it a little bit over time, note that in Ontario, where OID is based, everything that you do needs to have a license. Keep in mind that when we make these acquisitions, we're also acquiring the underlying licensure, and those licenses cost real money. If you remove the underlying cost of those licenses, you'll find that what we paid for these acquisitions, very, very reasonable considering the long-term terminal growth and profitability of them. Generally speaking, I think that we have seen above-average organic growth in our diagnostic business. I think you'll continue to expect to see that kind of growth from us. To answer your first question, both are doing very well.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

The first month was excellent, and we have a good view into where they're headed now and feel that they will be performing at or better than deal EBITDA.

[Michael Freeman, Analyst at Raymond James]

Okay. All right. Thank you, Hamed. Just a quick last one. If you could just please remind us if the Circle Medical-related revenue deferrals will continue into the third quarter, or are we substantially done with those in the second quarter?

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Yeah, I think we're generally done. Eva, do you want to confirm that? My understanding is that.

[Eva Fong, CFO at WELL Health Technologies]

Yeah.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

This is the last quarter.

[Eva Fong, CFO at WELL Health Technologies]

Yeah. Q2 will completely, fully recognize all the deferred revenue that was deferred in 2025. We're completely done.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

No more deferrals. There you go.

[Michael Freeman, Analyst at Raymond James]

I see. That simplifies things. All right. Thank you very much, and congratulations.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thank you as well. Appreciate it.

[Operator]

Thank you. This concludes our Q&A session for today. I will turn the call back over to Hamed Shahbazi for closing comments.

[Hamed Shahbazi, Chairman and CEO at WELL Health Technologies]

Thank you very much for joining, everyone. We really appreciate it. We look forward to speaking with you again in November. Meanwhile, we will obviously be in touch on our upcoming initiatives and catalysts. All the best.

[Operator]

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

Participants

Executives

• Pardeep Sangha, VP of Corporate Strategy and Investor Relations
• Hamed Shahbazi, Chairman and CEO
• Eva Fong, CFO

Analysts

• David Kwan, Analyst at TD Cowen
• Daniel Rosenberg, Analyst at Paradigm Capital
• Justin Keywood, Analyst at Stifel
• Rob Goff, Analyst at Ventum Financial
• Gianluca Tucci, Analyst at Haywood Securities
• Michael Freeman, Analyst at Raymond James