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New C$750M and C$400M notes from Welltower (NYSE: WELL)

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Welltower OP LLC issued C$750,000,000 aggregate principal amount of 3.850% Notes due 2031 and C$400,000,000 aggregate principal amount of 4.150% Notes due 2033 on July 13, 2026. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by Welltower Inc.

Interest on both series is payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2027. The 2031 Notes mature on August 15, 2031 and the 2033 Notes mature on August 15, 2033. The Company intends to use the net proceeds for general corporate purposes, including repayment of debt and funding a pipeline of investment opportunities in healthcare and seniors housing properties, with temporary investment in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.

Positive

  • None.

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.
2031 Notes Principal C$750,000,000 Aggregate principal amount of 3.850% Notes due 2031 issued on July 13, 2026
2031 Notes Interest Rate 3.850% per year Coupon on 2031 Notes, payable semiannually in arrears
2033 Notes Principal C$400,000,000 Aggregate principal amount of 4.150% Notes due 2033 issued on July 13, 2026
2033 Notes Interest Rate 4.150% per year Coupon on 2033 Notes, payable semiannually in arrears
First Interest Payment February 15, 2027 Initial semiannual interest payment date for both series of Notes
2031 Notes Maturity August 15, 2031 Maturity date of the 3.850% Notes
2033 Notes Maturity August 15, 2033 Maturity date of the 4.150% Notes
automatic shelf registration statement regulatory
"pursuant to an automatic shelf registration statement of the Company"
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.
senior unsecured financial
"The Notes are fully and unconditionally guaranteed ... on a senior unsecured basis"
Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.
Indenture regulatory
"The Notes were issued under an Indenture, dated as of March 15, 2010"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture regulatory
"as supplemented by Supplemental Indenture No. 25, dated as of July 13, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
global note financial
"Form of Global Note due 2031 (included in Exhibit 4.3 hereto)"

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FAQ

What new debt securities did Welltower (WELL) issue on July 13, 2026?

Welltower OP LLC issued C$750,000,000 of 3.850% Notes due 2031 and C$400,000,000 of 4.150% Notes due 2033. Both series are fully and unconditionally guaranteed on a senior unsecured basis by Welltower Inc.

What are the interest rates and payment dates on Welltower (WELL) 2031 and 2033 notes?

The 2031 Notes bear interest at 3.850% per year and the 2033 Notes at 4.150%, payable semiannually on February 15 and August 15. Payments begin February 15, 2027 for both series and continue until maturity.

When do Welltower (WELL) new notes mature?

The 3.850% Notes mature on August 15, 2031, while the 4.150% Notes mature on August 15, 2033. Both are senior unsecured obligations of Welltower OP LLC, fully guaranteed by Welltower Inc.

How does Welltower (WELL) plan to use the proceeds from the new notes?

The company intends to use net proceeds for general corporate purposes, including repayment of debt and funding investment opportunities in healthcare and seniors housing properties. Pending deployment, proceeds may be invested in short-term, investment grade instruments and U.S. government-related obligations.

Under what registration and agreements were Welltower (WELL) new notes issued?

The notes were issued under an automatic shelf registration statement on Form S-3 and sold pursuant to an Underwriting Agreement dated July 6, 2026. They are governed by an Indenture dated March 15, 2010, as supplemented by Supplemental Indenture No. 25.
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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 13, 2026
 
 
Welltower Inc.
Welltower OP LLC
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
Welltower Inc.
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)
Delaware
 
Welltower OP LLC
333-264093-01
 
88-1538732
(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:
 
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:
Welltower Inc.
 
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
Welltower OP LLC
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
4.800% Notes due 2028   WELL28   New York Stock Exchange
4.500% Notes due 2034   WELL34   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.
On July 13, 2026, Welltower OP LLC (the “Company”) issued C$750,000,000 aggregate principal amount of the Company’s 3.850% Notes due 2031 (the “2031 Notes”) and C$400,000,000 aggregate principal amount of the Company’s 4.150% Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an automatic shelf registration statement of the Company and the Guarantor (as defined below) on Form
S-3
(File Nos.
333-286204
and
333-286204-01)
filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2025 (the “Registration Statement”). The Notes are fully and unconditionally guaranteed by Welltower Inc. (the “Guarantor”) on a senior unsecured basis. The Notes were sold pursuant to an Underwriting Agreement, dated as of July 6, 2026, among the Company, the Guarantor and RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. as representatives of the several underwriters.
The Notes were issued under an Indenture, dated as of March 15, 2010 (the “Indenture”), as amended by Supplemental Indenture No. 23, dated as of April 1, 2022 (“Supplemental Indenture No. 23”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), each of which was incorporated by reference into the Registration Statement, as supplemented by Supplemental Indenture No. 25, dated as of July 13, 2026 (“Supplemental Indenture No. 25”), among the Company, the Guarantor and the Trustee. The 2031 Notes bear interest at a rate of 3.850% per year, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2027. The 2031 Notes will mature on August 15, 2031. The 2033 Notes bear interest at a rate of 4.150% per year, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2027. The 2033 Notes will mature on August 15, 2033. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including repayment of debt and funding of our pipeline of investment opportunities in healthcare and seniors housing properties. Pending such use, the net proceeds may be invested in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.
The foregoing description of the Indenture,
Supplemental
Indenture No. 23, Supplemental Indenture No. 25 and the Notes is qualified in its entirety by reference to the Indenture, Supplemental Indenture No. 23, Supplemental Indenture No. 25, the form of global note due 2031 and the form of global note due 2033, filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
1.1
   Underwriting Agreement, dated as of July 6, 2026, among the Company, the Guarantor and RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. as representatives of the several underwriters.
4.1
   Indenture, dated as of March 15, 2010, between the Company and the Trustee (filed with the Commission as Exhibit 4.1 to the Guarantor’s Form 8-K filed March 15, 2010, and incorporated herein by reference thereto).
4.2
   Supplemental Indenture No. 23, dated as of April 1, 2022, among the Company, the Guarantor and the Trustee (filed with the Commission as Exhibit 4.1 to the Guarantor’s Form 8-K12B filed April 1, 2022, and incorporated herein by reference thereto).
4.3
   Supplemental Indenture No. 25, dated as of July 13, 2026, among the Company, the Guarantor and the Trustee.
4.4
   Form of Global Note due 2031 (included in Exhibit 4.3 hereto).
4.5
   Form of Global Note due 2033 (included in Exhibit 4.3 hereto).
5.1
   Opinion of Gibson, Dunn & Crutcher LLP.
 
2

8.1
   Tax Opinion of Gibson, Dunn & Crutcher LLP.
23.1
   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
23.2
   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1 hereto).
104
   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
3

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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
WELLTOWER OP LLC
By:  
/s/ Matthew McQueen
Name:   Matthew McQueen
Title:   Chief Legal Officer, General Counsel and Assistant Secretary
Dated: July 13, 2026

Filing Exhibits & Attachments

5 documents