WELLTOWER INC. 8-K

What Happened
Welltower Inc. announced on April 29, 2026 that it filed two prospectus supplements to its March 28, 2025 base prospectus (Form S-3, File No. 333-286204) to register: (1) the offer and resale of up to 138,740 shares of common stock issued as consideration in a recent property acquisition (the “Resale Shares”), and (2) up to 176,172 shares of common stock that may be issued if certain holders of Class A common units of Welltower OP LLC (the “OP Units”) tender those units for redemption (the “OP Shares”). The company also filed legal and tax opinions from counsel Gibson, Dunn & Crutcher LLP, which are included as exhibits to the 8-K.

Key Details

• Filing date: April 29, 2026 (prospectus supplements to Base Prospectus dated March 28, 2025).
• Resale Shares: Up to 138,740 shares of Welltower common stock (par value $1.00).
• OP Shares: Up to 176,172 shares may be issued upon tender/redemption of OP Units; registration does not mean holders will redeem.
• Counsel opinions: Legal and tax opinions from Gibson, Dunn & Crutcher LLP attached as Exhibits 5.1, 5.2, 8.1 and 8.2 (consent included).

Why It Matters
This filing clears the regulatory path for resale of shares issued as acquisition consideration and for possible future issuance of common shares tied to OP Unit redemptions. If issued and sold, these registered shares could increase Welltower’s outstanding common shares (up to 314,912 shares combined), which is relevant to investors because additional share issuance can dilute existing ownership and affect per‑share metrics. The filing does not report earnings or operational changes and does not indicate that any OP Units will be redeemed—only that the company has registered the potential issuances and provided the required legal and tax opinions.