04/29/2026 | Press release | Distributed by Public on 04/29/2026 05:44
| Item 8.01 |
Other Events. |
Resale Prospectus Supplement
On April 29, 2026, Welltower Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "SEC") a 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") to register the offer and resale by the selling stockholder identified therein of up to 138,740 shares (the "Resale Shares") of the Company's common stock (the "Common Stock"), par value $1.00 per share, which the Company will issue in exchange for securities issued as consideration for its recent acquisition of certain properties.
Welltower OP Unit Prospectus Supplement
On April 29, 2026, the Company filed with the SEC another prospectus supplement (the "OP Prospectus Supplement") to the Base Prospectus. The OP Prospectus Supplement relates to the registration and possible issuance of up to 176,172 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, 8.1 and 8.2 and are incorporated by reference herein and in the Registration Statement.