Welltower Inc. Announces $7.5B At-the-Market Equity Offering

What Happened

• On July 28, 2026, Welltower Inc. entered into a new Equity Distribution Agreement and terminated its prior agreement dated October 28, 2025. The new agreement lets the company offer and sell up to $7.5 billion aggregate sales price of common stock (the “ATM Shares”) from time to time through multiple sales agents and certain forward purchasers.
• The company also filed a prospectus supplement on July 28, 2026 registering the resale by a selling stockholder of 261,753 shares issued as consideration for a lease amendment. Legal and tax opinions from Gibson, Dunn & Crutcher LLP related to both the ATM Shares and the Resale Shares were filed as exhibits.

Key Details

• ATM program size: up to $7,500,000,000 of common stock (aggregate sales price).
• Agreement date: July 28, 2026; prior equity distribution agreement terminated (Oct. 28, 2025).
• Resale shares: 261,753 shares registered for resale (issued as lease amendment consideration).
• Forward sale mechanics: the company may enter forward sale agreements; forwards can be physically settled (company expects to receive cash proceeds at settlement) or cash/net-share settled (in which case the company may receive no proceeds or may owe cash/shares). The company will not receive proceeds from sale of borrowed shares by a Forward Seller.

Why It Matters

• This ATM program gives Welltower flexibility to raise capital over time (up to $7.5B) but can dilute existing shareholders depending on how many shares are sold. The timing, settlement method and actual amount sold will determine the dilution and cash proceeds received.
• Forward sale features can change when and whether the company receives cash (physical settlement vs. cash or net-share settlement), so investors should watch future 8-Ks/press releases for amounts sold, settlement choices, and stated use of proceeds. The registered resale of 261,753 shares is a small, specific issuance tied to a lease amendment.