Welltower (NYSE: WELL) files supplements for resale and OP unit share issuance

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Welltower Inc. filed an 8-K describing two prospectus supplements tied to its automatic shelf registration statement. One supplement registers the offer and resale by a selling stockholder of up to 138,740 shares of common stock issued as part of a recent property acquisition.

The other supplement covers up to 176,172 shares of common stock that may be issued if holders of Class A common units of Welltower OP LLC redeem those units. The filing also adds Gibson, Dunn & Crutcher LLP legal and tax opinions as exhibits to the registration statement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Resale Shares registered: 138,740 shares OP Shares registered: 176,172 shares

2 metrics

Resale Shares registered 138,740 shares Common stock registered for offer and resale by a selling stockholder

OP Shares registered 176,172 shares Common stock that may be issued upon redemption of Class A OP Units

Key Terms

resale prospectus supplement, automatic shelf registration statement, selling stockholder, Class A common units, +2 more

6 terms

resale prospectus supplement regulatory

"filed with the Securities and Exchange Commission a prospectus supplement to the base prospectus"

automatic shelf registration statement regulatory

"included in the Company’s automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

selling stockholder financial

"to register the offer and resale by the selling stockholder identified therein"

A selling stockholder is an individual or entity that owns shares of a company's stock and chooses to sell some or all of those shares to others. This often occurs when the owner wants to cash in on their investment or reduce their stake. For investors, understanding who the selling stockholder is can provide insights into potential changes in the company's ownership or market activity.

Class A common units financial

"holders of Class A common units (the “OP Units”) of Welltower OP LLC"

redemption rights financial

"if, and to the extent that, certain holders of Class A common units ... tender such OP Units for redemption"

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

legal and tax opinions regulatory

"to provide legal and tax opinions of its counsel, Gibson, Dunn & Crutcher LLP"

Understanding 8-K Material Events →

04/29/2026 - 07:44 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-8923

34-1096634

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 247-2800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	WELL	New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC	WELL/28	New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC	WELL/34	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

Resale Prospectus Supplement

On April 29, 2026, Welltower Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the base prospectus dated March 28, 2025 (the “Base Prospectus”) included in the Company’s automatic shelf registration statement on Form S-3 (File No. 333-286204) (the “Registration Statement”) to register the offer and resale by the selling stockholder identified therein of up to 138,740 shares (the “Resale Shares”) of the Company’s common stock (the “Common Stock”), par value $1.00 per share, which the Company will issue in exchange for securities issued as consideration for its recent acquisition of certain properties.

Welltower OP Unit Prospectus Supplement

On April 29, 2026, the Company filed with the SEC another prospectus supplement (the “OP Prospectus Supplement”) to the Base Prospectus. The OP Prospectus Supplement relates to the registration and possible issuance of up to 176,172 shares (the “OP Shares”) of Common Stock that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the “OP Units”) of Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), tender such OP Units for redemption.

Registration of the OP Shares as provided in the OP Prospectus Supplement does not necessarily mean that any of the holders of OP Units will exercise their redemption rights with respect to the OP Units.

The Company is filing this Current Report on Form 8-K to provide legal and tax opinions of its counsel, Gibson, Dunn & Crutcher LLP, which opinions are attached hereto as Exhibits 5.1, 5.2, 8.1 and 8.2 and are incorporated by reference herein and in the Registration Statement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

5.1	Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares.

5.2	Opinion of Gibson, Dunn & Crutcher LLP regarding the OP Shares.

8.1	Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares.

8.2	Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the OP Shares.

23.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1, 5.2, 8.1 and 8.2 hereto).

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WELLTOWER INC.

By:		/s/ Matthew McQueen
Name:		Matthew McQueen
Title:		Chief Legal Officer and General Counsel

Date: April 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Welltower (WELL) disclose in this 8-K filing?

Welltower disclosed two new prospectus supplements under its existing shelf registration. One registers resale of shares issued in a property acquisition, and the other covers potential issuance of shares upon redemption of operating partnership units in Welltower OP LLC.

How many Welltower (WELL) shares are registered for resale?

The filing registers the offer and resale of up to 138,740 shares of Welltower common stock. These shares were issued to a selling stockholder as consideration in a recent acquisition of certain properties completed by the company.

What are the 176,172 OP Shares mentioned for Welltower (WELL)?

The 176,172 OP Shares are Welltower common shares that may be issued over time. They become issuable if, and to the extent that, holders of Class A common units of Welltower OP LLC elect to tender those units for redemption under existing arrangements.

Does registering the OP Shares mean OP unit holders will redeem them?

No. The filing specifies that registering the OP Shares does not mean OP unit holders will redeem their units. It simply allows shares to be issued if those holders later choose to exercise their existing redemption rights with Welltower OP LLC.

What role does Gibson, Dunn & Crutcher LLP play for Welltower (WELL)?

Gibson, Dunn & Crutcher LLP provides legal and tax opinions supporting these registered share transactions. Their opinions are filed as exhibits and incorporated by reference into both the new prospectus supplements and the underlying automatic shelf registration statement.

Filing Exhibits & Attachments

8 documents