Welltower Establishes $7.5 Billion At-the-Market Stock Offering Program

Structure and Scale of the New Equity Distribution Program

Welltower Inc., a Delaware corporation headquartered in Toledo, Ohio, disclosed that it entered into an equity distribution agreement on July 28, 2026 with Welltower OP LLC and a consortium of 32 sales agents. The disclosure states that shares of the company's common stock with an aggregate sales price of up to $7,500,000,000 may be offered and sold from time to time through any of the designated sales agents. This represents a substantial capital-raising authorization that grants management significant flexibility in executing equity offerings over the coming periods, subject to market conditions and corporate needs.

The structure of the program allows for offerings to occur through multiple channels and mechanisms. According to the filing, sales of the authorized shares may be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed with applicable sales agents, or through any other existing trading market for the company's common stock or to or through a market maker other than on an exchange. This multifaceted approach ensures that Welltower can execute offerings in a manner that aligns with prevailing market conditions and maximizes capital efficiency.

Network of Sales Agents and Forward Sale Mechanisms

The disclosure identifies 32 financial institutions serving as sales agents under the equity distribution agreement, including Barclays Capital Inc., BofA Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities LLC, among others. These institutions will facilitate the sale of shares in their capacity as sales agents or, in certain cases, as forward sellers. The breadth of this agent network reflects Welltower's standing in capital markets and provides the company with access to diverse distribution channels and investor bases.

The Equity Distribution Agreement incorporates forward sale agreements as an additional mechanism for capital raising. Under these arrangements, designated forward sellers may borrow shares of common stock from third parties and sell them through the program, with Welltower obligated to settle these forward sale agreements on or prior to their maturity dates. The filing notes that Welltower will not receive proceeds from the initial sale of borrowed shares by a forward seller; rather, the company expects to receive cash proceeds at settlement equal to the forward sale price specified in the forward sale agreement. However, the disclosure indicates that Welltower may elect to cash settle or net share settle particular forward sale agreements, which could affect the timing and nature of proceeds received.

Regulatory Registration and Prospectus Support

The authorization to offer and sell shares under the at-the-market program is supported by Welltower's existing automatic shelf registration statement on Form S-3 with file number 333-286204, as disclosed in the filing. This registration statement includes a base prospectus dated March 28, 2025. On July 28, 2026, the company filed a prospectus supplement with the Securities and Exchange Commission to register the ATM offering, establishing the formal legal foundation for the equity distribution program. The use of an automatic shelf registration statement and prospectus supplement allows Welltower to conduct offerings with regulatory efficiency while maintaining compliance with SEC disclosure requirements.

The filing also references legal opinions provided by Gibson, Dunn & Crutcher LLP regarding the validity of the common stock offered through the program. These opinions, included as exhibits to the current report, address both the ATM shares and separately registered resale shares, providing investors and the company with counsel's assessment of the legal and tax implications of the equity offering structure. The availability of such legal opinions enhances the transparency and credibility of the offering process.

Termination of Previous Equity Distribution Agreement

As part of executing the new equity distribution program, Welltower terminated its prior equity distribution agreement dated October 28, 2025. The filing states that the prior agreement was terminated on July 28, 2026, the same date the new agreement was entered into. This transition suggests that Welltower determined that updating the equity distribution framework was necessary or beneficial, whether to adjust the pool of sales agents, modify program terms, or expand capital-raising capacity. The termination and replacement occurred without interruption to the company's ability to conduct equity offerings, as both agreements were effective on the same date.

The decision to establish a new program rather than simply amend the existing agreement may reflect Welltower's assessment of evolving market conditions, shareholder base composition, or capital needs. By entering into a fresh agreement with a comprehensive agent network, the company positioned itself to access the broadest possible distribution capabilities and investor reach. This approach is consistent with best practices among large capitalization REITs that maintain ongoing access to capital markets.

Resale Prospectus Supplement and Recent Lease Amendment

Alongside the at-the-market offering program, Welltower filed a resale prospectus supplement on July 28, 2026 addressing the offer and potential resale of 261,753 shares of the company's common stock. The disclosure indicates that these resale shares were issued as consideration for a recent lease amendment relating to certain properties owned or operated by Welltower. This transaction reflects the company's strategy of deploying equity as a consideration mechanism in real estate transactions, allowing counterparties to monetize their interests while preserving Welltower's cash position.

The resale shares are registered on a separate prospectus supplement filed concurrently with the ATM program prospectus supplement. By filing a resale registration on behalf of the selling stockholder, Welltower facilitates liquidity for the holder of these shares while ensuring that resales are conducted under SEC-registered offerings. The filing does not disclose the identity of the selling stockholder beyond describing it as "the selling stockholder identified therein," maintaining appropriate confidentiality regarding the counterparty to the lease amendment transaction.

Implications for Capital Structure and Financial Flexibility

The establishment of a $7.5 billion at-the-market offering program substantially enhances Welltower's financial flexibility and capital-raising capacity. For a healthcare real estate investment trust, maintaining ready access to the equity markets is critical given the capital-intensive nature of property acquisitions, renovations, and refinancing activities. With this authorization in place, Welltower can respond opportunistically to market conditions, property investment opportunities, or balance sheet optimization priorities without requiring additional shareholder approval or sequential regulatory filings for each issuance.

The scale of the authorization—$7.5 billion in potential share sales—represents a material increase in the company's ability to raise equity capital over an extended period. This capacity enables Welltower to diversify its funding sources beyond debt markets and retained cash flow, reducing reliance on any single capital avenue. For investors, the existence of this program signals management's confidence in the company's prospects and provides clarity regarding potential future equity dilution within defined parameters. The forward sale mechanism adds an additional layer of strategic optionality, allowing Welltower to lock in forward prices for shares while deferring settlement and proceeds receipt to future periods aligned with its capital deployment timeline.

Sales Agent Diversity and Distribution Capability

The equity distribution agreement encompasses sales agents representing the full spectrum of major investment banks and capital markets firms, including regional institutions such as KeyBanc Capital Markets Inc., Huntington Securities, Inc., and Truist Securities, Inc., alongside global systemically important financial institutions. This diversified agent network ensures that Welltower has access to sales capabilities across geographic markets, institutional investor relationships, and retail channels. The inclusion of firms with strong presence in healthcare and real estate sectors further enhances the program's effectiveness in reaching targeted investor segments.

The filing indicates that Nomura Securities International, Inc. serves as a sales agent but not as a forward seller, establishing a distinction between the roles played by different institutions in the program. This bifurcation of roles allows certain agents to participate in standard ATM distributions while limiting forward sale obligations to agents with greater capacity or strategic interest in such arrangements. The structure reflects sophisticated negotiation and customization of the program terms to accommodate the preferences and capabilities of participating financial institutions.

Forward Sale Agreement Mechanics and Settlement Alternatives

The disclosure provides detailed description of how forward sale agreements operate within the program framework. When Welltower elects to enter into a forward sale agreement with a designated forward purchaser, that party or its affiliates will borrow shares from third parties and sell them through the related forward seller, with the number of shares sold matching the number underlying the forward sale agreement. The company will not receive proceeds from these initial sales of borrowed shares. Instead, Welltower expects to physically settle each forward sale agreement on one or more dates specified by the company on or prior to the maturity date of the forward sale agreement, at which point the company would receive per-share cash proceeds equal to the forward sale price.

However, the agreement provides Welltower with settlement alternatives that introduce additional flexibility and complexity. The filing states that the company may elect to cash settle a forward sale agreement, in which case the company may not receive any proceeds and may owe cash to the forward purchaser, or to net share settle, in which case the company will not receive any proceeds and may owe shares of common stock to the forward purchaser. These alternatives allow Welltower to manage its settlement obligations based on evolving market conditions, share price movements, and capital needs at the time of settlement, though they also introduce elements of contingent liability and potential dilution.

Legal and Tax Opinion Support

Welltower engaged Gibson, Dunn & Crutcher LLP, a major international law firm with extensive securities and real estate practice capabilities, to provide legal and tax opinions supporting the equity offering program. The filing incorporates these opinions as exhibits, addressing the validity of both the ATM shares and the separately registered resale shares. The opinions cover legal validity under Delaware corporate law—Welltower's jurisdiction of incorporation—and federal securities law, as well as federal tax considerations relevant to the offering and to holders of the common stock.

The availability of formal legal opinions from nationally recognized counsel enhances the credibility and marketability of the offering to institutional investors and financial institutions. These opinions provide assurance that the offering process complies with applicable legal and regulatory requirements and that the shares, when issued, will be validly issued, fully paid, and non-assessable. For a REIT, tax opinions are particularly important given the complex tax treatment of REIT distributions and the requirement that Welltower maintain compliance with REIT qualification standards.

Comparison to Prior Program and Program Duration

The new $7.5 billion program replaces the equity distribution agreement dated October 28, 2025, which had been in effect for approximately nine months prior to termination. The filing does not disclose the authorization amount under the prior program or explain the reasons for establishing a new program with potentially different terms. However, the replacement of the program suggests that Welltower either exhausted capacity under the prior authorization or determined that market conditions and capital needs warranted updated program terms. The timing of the new program on July 28, 2026 occurred at a point in the economic cycle when capital markets for healthcare REITs may have presented distinct opportunities or challenges compared to conditions in October 2025.

The filing does not specify an expiration date or time limit for the new equity distribution program, which is standard for at-the-market offerings that remain effective until terminated by either party or until the authorized share capacity is exhausted. This indefinite term provides Welltower with sustained access to the equity capital markets without requiring renewal or reauthorization absent changes in circumstances that would necessitate program termination. For investors and analysts, ongoing monitoring of the company's utilization of the program through quarterly and annual filings will provide insight into management's capital allocation priorities and market conditions affecting Welltower's equity issuance decisions.