Welltower Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 27, 2026. The filing includes three prospectus supplements related to the automatic shelf registration statement on Form S-3 (File No. 333-286204) dated March 28, 2025.
The first supplement, the Fellowship Grant Prospectus Supplement, relates to the registration of up to 166,666 shares of the Company’s Common Stock. These shares are intended for issuance to operating partners upon the vesting and settlement of equity-linked interests granted under the Welltower Fellowship Grant. The Company states that shares may only be issued if specific eligibility, service, and performance conditions are met.
The second supplement, the LP Prospectus Supplement, covers the registration of up to 334,938 shares of Common Stock. These shares may be issued if holders of Class B LP Units of HCN Canadian Investment (Silver Quebec) LP present them for exchange or if the units are required to be exchanged according to their terms. The filing notes that registration does not guarantee that holders will exercise their exchange rights.
The third supplement, the OP Prospectus Supplement, pertains to the registration of up to 1,146,886 shares of Common Stock. These shares may be issued if holders of Class A common units of Welltower OP LLC tender their units for redemption. The Company clarifies that registration does not necessarily imply that holders will exercise their redemption rights.
The filing also includes legal and tax opinions from counsel Gibson, Dunn & Crutcher LLP regarding the validity of the shares to be issued under each of the three programs.
