Welltower Inc.

10/27/2026 | Press release | Distributed by Public on 10/27/2026 14:44

Material Event (Form 8-K)

Item 8.01 Other Events.
Fellowship Grant Prospectus Supplement
On October 27, 2026, Welltower Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "SEC") a prospectus supplement (the "Fellowship Grant Prospectus Supplement") to the base prospectus dated March 28, 2025 (the "Base Prospectus") included in the Company's automatic shelf registration statement on Form S-3 (File No. 333-286204) (the "Registration Statement"). The Fellowship Grant Prospectus Supplement and the related prospectus relate to the registration and possible issuance, from time to time, of up to 166,666 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), to our operating partners pursuant to the vesting and settlement of equity-linked interests granted under the Welltower Fellowship Grant, established to honor the memory of Charles T. Munger (the "Fellowship Grant"). The Company may only issue these shares if the applicable eligibility, service and performance conditions under the Fellowship Grant are satisfied.
Silver Quebec LP Unit Prospectus Supplement
On October 27, 2026, the Company filed with the SEC another prospectus supplement (the "LP Prospectus Supplement) to the Base Prospectus. The LP Prospectus Supplement and the related prospectus relate to the registration and possible issuance of up to 334,938 shares (the "LP Shares") of Common Stock that may be issued from time to time if, and to the extent that, certain holders of Class B LP Units of HCN Canadian Investment (Silver Quebec) LP, an Ontario limited partnership, present them for exchange or if the Class B LP Units are otherwise required to be exchanged in accordance with their terms.
Registration of the LP Shares as provided in the LP Prospectus Supplement does not necessarily mean that any of the holders of LP Units will exercise their exchange rights with respect to the LP Units.
Welltower OP Unit Prospectus Supplement
On October 27, 2026, the Company filed with the SEC another prospectus supplement (the "OP Prospectus Supplement") to the Base Prospectus. The OP Prospectus Supplement and the related prospectus relate to the registration and possible issuance of up to 1,146,886 shares (the "OP Shares") of Common Stock that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the "OP Units") of Welltower OP LLC, a Delaware limited liability company ("Welltower OP"), tender such OP Units for redemption.
Registration of the OP Shares as provided in the OP Prospectus Supplement does not necessarily mean that any of the holders of OP Units will exercise their redemption rights with respect to the OP Units.
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, 5.3, 8.1, 8.2 and 8.3 and are incorporated by reference herein and in the Registration Statement.
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