Business Context and Reporting Period
Company: Welltower Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 28, 2026
Event: Establishment of a new At-the-Market (ATM) equity distribution program and termination of a prior agreement dated October 28, 2025.
Key Financial Metrics and Capital Structure
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to capital raising capacity and debt instruments:
- ATM Program Capacity: Up to $7,500,000,000 in aggregate sales price for Common Stock.
- Resale Registration: Registration of up to 261,753 shares of Common Stock issued as consideration for a recent lease amendment.
- Registered Debt Securities:
- 4.800% Notes due 2028 (Symbol: WELL/28)
- 4.500% Notes due 2034 (Symbol: WELL/34)
Material Changes
Equity Distribution Agreement: On July 28, 2026, the Company entered into a new Equity Distribution Agreement with multiple sales agents (including Barclays, BofA Securities, Goldman Sachs, J.P. Morgan, and Morgan Stanley) and forward sellers. This agreement supersedes and terminates the prior equity distribution agreement dated October 28, 2025.
Forward Sale Agreements: The new agreement permits the Company to enter into forward sale agreements where forward purchasers borrow shares to sell, with the Company settling physically, via cash, or via net share settlement. Proceeds from the sale of borrowed shares by forward sellers do not go to the Company.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company's intent to utilize the ATM program to raise capital through ordinary brokers' transactions, block transactions, or other trading markets. The Company expects to physically settle forward sale agreements to receive cash proceeds, though cash or net share settlement options exist.
Risks and Contingencies:
- Settlement Risk: In the event of cash or net share settlement of forward sale agreements, the Company may not receive proceeds and may owe cash or shares to the forward purchaser.
- Market Conditions: Sales are subject to market prices and methods permitted by law.
Investor Verification Checklist
- Verify the specific terms of the forward sale agreements attached as Schedule C to the Equity Distribution Agreement (Exhibit 1.1).
- Confirm the impact of the 261,753 Resale Shares on total share count and dilution.
- Review the Base Prospectus (dated March 28, 2025) and the July 28, 2026 Prospectus Supplement for detailed risk factors.
- Monitor future filings for actual sales volumes and proceeds generated under the $7.5 billion ATM program.