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Welltower (NYSE: WELL) sets up $7.5B ATM and registers 261,753-share resale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Welltower Inc. established an at-the-market common stock offering program for shares having an aggregate sales price of up to $7,500,000,000 under a new equity distribution agreement with multiple sales agents and related forward purchasers.

The program permits sales through brokers’ transactions, block trades and other market methods, including sales of borrowed shares in connection with forward sale agreements, from which the company does not receive proceeds; it expects to receive cash only upon any physical settlement of such forwards. The new agreement replaces a prior equity distribution agreement dated October 28, 2025. Separately, a resale prospectus supplement registers the offer and resale by a selling stockholder of up to 261,753 common shares previously issued as consideration for a lease amendment, and the company provides related legal and tax opinions as exhibits.

Positive

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Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program capacity $7,500,000,000 Aggregate sales price of ATM Shares that may be offered and sold under the equity distribution agreement
Resale Shares registered 261,753 shares Maximum number of common shares covered by resale prospectus supplement for the selling stockholder
Coupon on Notes due 2028 4.800% Interest rate on Notes due 2028 guaranteed by Welltower Inc.
Coupon on Notes due 2034 4.500% Interest rate on Notes due 2034 guaranteed by Welltower Inc.
Par value per common share $1.00 Par value of Welltower Inc. common stock
at-the-market offering financial
"At-the-Market Offering On July 28, 2026, Welltower Inc. entered into an equity distribution"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
equity distribution agreement financial
"entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Welltower OP LLC"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
forward sale agreements financial
"the Company may enter into forward sale agreements under separate master forward sale confirmations"
A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.
automatic shelf registration statement regulatory
"registered on 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.
prospectus supplement regulatory
"filed with the SEC a prospectus supplement to the Base Prospectus to register the offer and resale"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Resale Shares financial
"register the offer and resale by the selling stockholder ... of up to 261,753 shares (the “Resale Shares”)"

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FAQ

What is the size of Welltower (WELL)'s new at-the-market stock program?
Welltower’s at-the-market program allows sales of common stock with an aggregate sales price of up to $7,500,000,000. These shares may be issued over time through designated sales agents and forward sellers under a new equity distribution agreement.

How will Welltower (WELL) sell shares under the at-the-market offering?
Shares, termed ATM Shares, may be sold through ordinary brokers’ transactions on the NYSE, in block trades, or via other agreed methods, either directly by sales agents as the company’s agents or by forward sellers in connection with forward sale agreements.

What role do forward sale agreements play in Welltower (WELL)'s ATM program?
Under forward sale agreements, a forward purchaser or affiliate borrows and, through a forward seller, sells common shares into the market. Welltower receives no proceeds from these borrowed-share sales and expects cash only upon any physical settlement at the agreed forward sale price per share.

Which prior equity distribution agreement did Welltower (WELL) terminate?
On July 28, 2026, Welltower terminated its prior equity distribution agreement dated October 28, 2025. The termination occurred in connection with entering into the new equity distribution agreement that governs the current at-the-market offering program.

What shares are covered by Welltower (WELL)'s resale prospectus supplement?
The resale prospectus supplement registers the offer and resale of up to 261,753 common shares. These “Resale Shares” were previously issued by Welltower as consideration for a recent lease amendment relating to certain properties held by the company.

Why did Welltower (WELL) include Gibson, Dunn & Crutcher LLP opinions in this report?
Welltower provided Gibson, Dunn & Crutcher LLP’s legal and tax opinions concerning both the ATM Shares and the Resale Shares. These opinions, filed as Exhibits 5.1, 5.2, 8.1 and 8.2, are incorporated by reference into the company’s shelf registration statement.
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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): July 28, 2026
Welltower Inc.
(Exact name of registrant as specified in its charter)
Delaware1-892334-1096634
(State or other jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
4500 Dorr Street, Toledo, Ohio
43615
(Address of principal executive offices)
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par value per shareWELLNew York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLCWELL/28New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLCWELL/34New 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.
At-the-Market Offering
On July 28, 2026, Welltower Inc., a Delaware corporation (the “Company”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), and (i) Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Hancock Whitney Investment Services, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Samuel A. Ramirez & Company, Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents (except in the case of Nomura Securities International, Inc.) (when acting in this capacity, individually, a “Sales Agent” and, collectively, the “Sales Agents”) and, in certain cases, forward sellers (when a sales agent is acting in this capacity, individually, a “Forward Seller” and, collectively, the “Forward Sellers”) and (ii) the Forward Purchasers (as defined below) relating to issuances, offers and sales of shares of the Company’s common stock (the “Common Stock”), par value $1.00 per share, and in connection therewith, on July 28, 2026, terminated its prior equity distribution agreement dated October 28, 2025. In accordance with the terms of the Equity Distribution Agreement, shares of Common Stock having an aggregate sales price of up to $7,500,000,000 (the “ATM Shares”) may be offered and sold from time to time through any of the Sales Agents (acting in their capacity as sales agents or as Forward Sellers, as described below).
The Equity Distribution Agreement provides that, in addition to the issuance and sale of the ATM Shares by the Company through the Sales Agents, the Company may enter into forward sale agreements under separate master forward sale confirmations with the Forward Sellers (or affiliates thereof) (the “Forward Purchasers”). In connection with each particular forward sale agreement, the relevant Forward Purchaser or its affiliates will, at the Company’s request, borrow from third parties and, through the relevant Forward Seller, sell a number of the ATM Shares equal to the number of ATM Shares underlying the particular forward sale agreement. In no event will the aggregate number of ATM Shares sold through the Sales Agents, whether as agents for the Company or as Forward Sellers, under the Equity Distribution Agreement, have an aggregate sales price in excess of $7,500,000,000.
The Company will not receive any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller. The Company expects to physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company would expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward sale agreement. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
Sales of the ATM Shares, if any, will be made by any method permitted by law, including by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed with the applicable Sales Agent, or by means of any other existing trading market for the Common Stock or to or through a market maker other than on an exchange. The offer and sale of the ATM Shares has been registered on the Company’s automatic shelf registration statement on Form S-3 (File No. 333-286204) (the “Registration Statement”), which includes a base prospectus dated March 28, 2025 (the “Base Prospectus”), pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2026.
The foregoing description of certain terms of the Equity Distribution Agreement and the forward sale agreements (the form of which is attached as Schedule C to the Equity Distribution Agreement) and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and


conditions of the Equity Distribution Agreement and the form of forward sale agreement, which are filed herewith as Exhibit 1.1 and are incorporated by reference herein.
Resale Prospectus Supplement
On July 28, 2026, the Company filed with the SEC a prospectus supplement to the Base Prospectus to register the offer and resale by the selling stockholder identified therein of up to 261,753 shares (the “Resale Shares”) of the Company’s Common Stock, which the Company issued as consideration for its recent lease amendment relating to certain properties.
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.
1.1
Equity Distribution Agreement, dated as of July 28, 2026, among Welltower Inc., Welltower OP LLC, the sales agents named therein and the related forward purchasers.
5.1
Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
5.2
Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares.
8.1
Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
8.2
Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares.
23.1
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1, 5.2, 8.1 and 8.2 hereto).
104Cover 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, General Counsel and Corporate Secretary
Date: July 28, 2026

Source: View Original Filing on SEC EDGAR

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