Welltower Inc. filed a Form 8-K on October 27, 2026, disclosing three prospectus supplements to its base prospectus covering the possible issuance of up to approximately 1,648,490 shares of common stock across three separate programs.

Key Highlights

  • Fellowship Grant shares: Up to 166,666 shares of common stock may be issued to operating partners under the Welltower Fellowship Grant, established to honor the memory of Charles T. Munger, subject to eligibility, service, and performance conditions.
  • LP unit exchange shares: Up to 334,938 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 otherwise required to be exchanged.
  • OP unit redemption shares: Up to 1,146,886 shares may be issued if holders of Class A common units of Welltower OP LLC tender those units for redemption.
  • Base prospectus reference: All three supplements relate to the base prospectus dated March 28, 2025, included in the Company's automatic shelf registration statement on Form S-3 (File No. 333-286204).
  • Legal opinions attached: Gibson, Dunn and Crutcher LLP provided legal and tax opinions filed as Exhibits 5.1, 5.2, 5.3, 8.1, 8.2, and 8.3.

Welltower Registers Shares Across Fellowship Grant, LP, and OP Programs

According to the filing, Welltower Inc. (NYSE:WELL) submitted three prospectus supplements to the Securities and Exchange Commission on October 27, 2026. Each supplement relates to the same base prospectus dated March 28, 2025 and the Company's automatic shelf registration statement on Form S-3 (File No. 333-286204). The filing was reported under Item 8.01 as an Other Events disclosure.

The first supplement covers up to 166,666 shares of common stock, par value $1.00 per share, issuable to operating partners under the Welltower Fellowship Grant. The filing states the Fellowship Grant was "established to honor the memory of Charles T. Munger," and that the Company "may only issue these shares if the applicable eligibility, service and performance conditions under the Fellowship Grant are satisfied." The second supplement addresses up to 334,938 shares tied to Class B LP Units of HCN Canadian Investment (Silver Quebec) LP, an Ontario limited partnership. The filing notes that registration "does not necessarily mean that any of the holders of LP Units will exercise their exchange rights."

The third supplement covers up to 1,146,886 shares that may be issued upon redemption of Class A common units of Welltower OP LLC, a Delaware limited liability company. The filing similarly states that registration "does not necessarily mean that any of the holders of OP Units will exercise their redemption rights." The 8-K was signed by Matthew McQueen, Chief Legal Officer, General Counsel and Corporate Secretary.

What Was Disclosed

Welltower disclosed three prospectus supplements filed October 27, 2026, covering the potential issuance of up to 166,666 Fellowship Grant shares, 334,938 LP exchange shares, and 1,146,886 OP redemption shares, along with accompanying legal and tax opinions from Gibson, Dunn and Crutcher LLP.