8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Oct 28, 2025)

Filed October 28, 2025For Securities:WELL

Summary

Welltower Inc. (WELL) has announced a significant update to its capital raising strategy through an "At-the-Market" (ATM) equity offering program. The company entered into a new Equity Distribution Agreement with a syndicate of sales agents, allowing for the potential sale of up to $7.5 billion in common stock. This new agreement replaces a previous one and expands the company's flexibility in accessing capital. The ATM program includes provisions for "forward sale agreements," where shares may be borrowed and sold by forward sellers, with Welltower expecting to deliver shares at a future date. The company also filed a prospectus supplement to register the resale of up to 1,182,070 shares issued as consideration for recent property acquisitions, and another supplement to register up to 4,542,926 shares of common stock issuable upon redemption of OP Units. These filings indicate proactive capital management and potential future share issuances.

Key Highlights

  • 1Entered into a new Equity Distribution Agreement for an At-the-Market (ATM) equity offering with a capacity of up to $7.5 billion.
  • 2The new ATM agreement replaces a prior agreement dated March 28, 2025.
  • 3The ATM program includes provisions for forward sale agreements, allowing for the potential sale of borrowed shares by forward sellers.
  • 4Welltower expects to physically settle forward sale agreements at a future date for cash proceeds, but may also elect cash or net share settlement.
  • 5Filed a prospectus supplement to register the resale of 1,182,070 shares of common stock issued for recent property acquisitions.
  • 6Filed a prospectus supplement to register up to 4,542,926 shares of common stock issuable upon redemption of Welltower OP LLC units.
  • 7Legal and tax opinions from Gibson, Dunn & Crutcher LLP related to these share issuances and offerings have been filed.

Frequently Asked Questions

The primary purpose of the new Equity Distribution Agreement is to establish an At-the-Market (ATM) equity offering program that allows Welltower Inc. to sell shares of its common stock from time to time, up to an aggregate sales price of $7.5 billion. This provides the company with ongoing flexibility to raise capital as needed through the open market.

Under the forward sale agreements, a 'Forward Purchaser' or its affiliate may borrow shares of Welltower's common stock and sell them in the market. Welltower then expects to deliver shares to the Forward Purchaser on a future date, typically receiving cash proceeds equal to the forward sale price. This allows Welltower to potentially lock in a sale price for shares and receive capital upfront, although alternative settlement methods exist.

The prospectus supplement for resale shares registers up to 1,182,070 shares that were issued as part of an acquisition, allowing those shares to be resold in the public market. The OP Prospectus Supplement registers up to 4,542,926 shares that could be issued if holders of Welltower OP LLC units choose to redeem them for common stock. Together, these filings signal potential future increases in the outstanding share count and facilitate secondary market liquidity.

Yes, any issuance of new shares through the ATM program will dilute existing shareholders' ownership percentage. The extent of dilution will depend on the number of shares actually sold and the price at which they are sold. The company has the flexibility to offer shares opportunistically, and investors should monitor the number of shares issued and the impact on earnings per share.