8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Jul 28, 2026)

Filed July 28, 2026For Securities:WELL

Summary

Welltower Inc. (WELL) has announced a significant update regarding its capital raising strategy through an At-the-Market (ATM) offering program. The company entered into a new Equity Distribution Agreement on July 28, 2026, replacing its prior agreement from October 2025. This new agreement allows Welltower to offer and sell shares of its common stock, with an aggregate sales price of up to $7.5 billion, through a syndicate of numerous sales agents and potentially forward sellers. Furthermore, the agreement includes provisions for forward sale agreements, where the company may elect to physically settle these in the future to receive cash proceeds. Alternatively, it can opt for cash or net share settlement, which could result in no proceeds or an obligation to deliver cash or stock. The company also filed a prospectus supplement to register the resale of approximately 261,753 shares issued as consideration for a recent lease amendment, adding to the ongoing capital management activities.

Key Highlights

  • 1Welltower Inc. entered into a new Equity Distribution Agreement on July 28, 2026, to facilitate an At-the-Market (ATM) equity offering.
  • 2The company can offer and sell up to $7.5 billion of its common stock through a large group of sales agents and forward sellers.
  • 3The new agreement replaces a previous equity distribution agreement dated October 28, 2025.
  • 4The Equity Distribution Agreement allows for forward sale agreements, providing flexibility in future cash generation or stock delivery.
  • 5Company may choose physical settlement of forward agreements to receive cash, or cash/net share settlement which could result in no proceeds.
  • 6A prospectus supplement was filed to register the resale of 261,753 shares issued for a recent lease amendment.
  • 7Legal and tax opinions from Gibson, Dunn & Crutcher LLP related to these offerings are filed as exhibits.

Frequently Asked Questions

The primary purpose of the new Equity Distribution Agreement is to establish an At-the-Market (ATM) equity offering program, allowing Welltower Inc. to sell shares of its common stock opportunistically to raise capital up to an aggregate sales price of $7.5 billion. It also provides mechanisms for forward sale agreements, offering flexibility in how and when the company receives capital.

Welltower Inc. can raise capital by selling shares of its common stock with an aggregate sales price of up to $7.5 billion through this program.

Forward sale agreements allow Welltower to enter into agreements with forward purchasers who will borrow and sell shares of Welltower's common stock. Welltower expects to settle these agreements at a future date. Physical settlement is expected to yield cash proceeds, while cash or net share settlement could result in no proceeds or an obligation for Welltower to pay cash or deliver shares.

These shares were issued by Welltower as consideration for a recent lease amendment related to certain properties. The filing of a prospectus supplement registers these shares for resale by the identified selling stockholder.