Welltower Inc SEC Filings

Welltower Inc. (NYSE: WELL) has filed a Rule 424(b)(7) prospectus supplement covering the resale of 949,412 previously issued common shares by Maverick Purchaser II LLC. The shares were issued as non-cash consideration in a recently completed property acquisition (the “Transaction”). Welltower will receive no proceeds from any sales; all net proceeds accrue to the selling stockholder. Sales may occur on the NYSE, in private transactions or via other permitted methods at prevailing or negotiated prices.

The filing reiterates Welltower’s profile as a healthcare-focused REIT with a global portfolio of 1,500+ senior living and outpatient properties and outlines standard risk factors (market volatility, capital access, regulatory changes, dividend limitations, REIT qualification tests). It also details anti-takeover provisions and ownership limits (9.8% cap) designed to preserve REIT status. As of 25 Jul 2025, Welltower had 667.9 million shares outstanding; the offered block represents ~0.14% of total shares, implying minimal dilution risk but potential short-term trading overhang. The common stock last traded at $158.29 on 28 Jul 2025.

Norges Bank (the central bank of Norway) filed Amendment No. 1 to Schedule 13G regarding its holdings in Welltower Inc. (ticker WELL, CUSIP 95040Q104) for the event date 30 June 2025. The filing discloses:

• Beneficial ownership: 32,249,762 shares.
• Percent of class: 4.9%, positioning the holder just under the 5 % large-shareholder threshold.
• Voting power: Sole voting & dispositive power over 31,897,184 shares; no shared voting power.
• Dispositive power: Shared over 352,578 shares.

The stake is held on behalf of the Government of Norway and is certified as acquired in the ordinary course of business with no intent to influence control. Because ownership now stands at ≤5 %, Norges Bank is no longer classified as a “5 % holder,” potentially reducing future filing obligations. No financial metrics or strategic intentions are provided beyond the regulatory disclosure.

Welltower OP LLC, a subsidiary of Welltower Inc. (NYSE: WELL), has launched a two-tranche senior unsecured debt offering totaling $1.25 billion, fully and unconditionally guaranteed by the parent REIT.

The issuance comprises (i) $600 million 4.500% notes due July 1, 2030, priced at 99.942% of face value, and (ii) $650 million 5.125% notes due July 1, 2035, priced at 99.736%. Interest on both series accrues from June 27 2025 and is payable semi-annually on January 1 and July 1, beginning January 1 2026.

• Gross proceeds: $1,247,936,000
• Underwriting discount: $7,825,000 (0.600% on 2030 notes; 0.650% on 2035 notes)
• Net proceeds (before expenses): $1,240,111,000
• Ranking: senior unsecured obligations of the issuer; effectively subordinated to secured debt and to liabilities of subsidiaries
• Optional redemption: redeemable, in whole or in part, at the make-whole prices described in “Description of the Notes—Optional Redemption”
• Listing: the notes will not be listed on any securities exchange

The notes will settle through DTC, Clearstream and Euroclear on or about June 27 2025. Wells Fargo Securities, J.P. Morgan and PNC Capital Markets are joint book-running managers, leading a syndicate of 25 underwriting firms. Investors are directed to the Risk Factors section (page S-6) and the Use of Proceeds section (page S-10) for additional context.

Welltower OP LLC, guaranteed by Welltower Inc., has priced a two-tranche investment-grade bond offering totaling $1.25 billion.

• $600 million 4.500% notes due July 1, 2030, priced at 99.942% to yield 4.513% (T+67 bps).
• $650 million 5.125% notes due July 1, 2035, priced at 99.736% to yield 5.159% (T+87 bps).

Both series settle on June 27, 2025 (T+2) and carry anticipated ratings of A3/A-. Interest is paid semi-annually on January 1 and July 1, beginning January 1, 2026. Investors benefit from a make-whole call at T+15 bps and a par-call window starting one month (2030 tranche) or three months (2035 tranche) before maturity. The offering was led by a broad syndicate of banks, including Wells Fargo, J.P. Morgan and PNC Capital Markets.