8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2026
Welltower Inc.
Welltower OP LLC
(Exact name of registrant as specified in its charter)
Delaware | Welltower Inc. 1-8923 | 34-1096634 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4500 Dorr Street, Toledo, Ohio | 43615 | |||
(Address of principal executive offices) | (Zip Code) | |||
Delaware | Welltower OP LLC 333-264093-01 | 88-1538732 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4500 Dorr Street, Toledo, Ohio | 43615 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (419)
247-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Welltower Inc.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $1.00 par value per share | WELL | New York Stock Exchange | ||
| Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | WELL/28 | New York Stock Exchange | ||
| Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | WELL/34 | New York Stock Exchange |
Welltower OP LLC
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 4.800% Notes due 2028 | WELL28 | New York Stock Exchange | ||
| 4.500% Notes due 2034 | WELL34 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On July 13, 2026, Welltower OP LLC (the “Company”) issued C$750,000,000 aggregate principal amount of the Company’s 3.850% Notes due 2031 (the “2031 Notes”) and C$400,000,000 aggregate principal amount of the Company’s 4.150% Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an automatic shelf registration statement of the Company and the Guarantor (as defined below) on Form filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2025 (the “Registration Statement”). The Notes are fully and unconditionally guaranteed by Welltower Inc. (the “Guarantor”) on a senior unsecured basis. The Notes were sold pursuant to an Underwriting Agreement, dated as of July 6, 2026, among the Company, the Guarantor and RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. as representatives of the several underwriters.
S-3
(File Nos. 333-286204
and 333-286204-01)
The Notes were issued under an Indenture, dated as of March 15, 2010 (the “Indenture”), as amended by Supplemental Indenture No. 23, dated as of April 1, 2022 (“Supplemental Indenture No. 23”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), each of which was incorporated by reference into the Registration Statement, as supplemented by Supplemental Indenture No. 25, dated as of July 13, 2026 (“Supplemental Indenture No. 25”), among the Company, the Guarantor and the Trustee. The 2031 Notes bear interest at a rate of 3.850% per year, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2027. The 2031 Notes will mature on August 15, 2031. The 2033 Notes bear interest at a rate of 4.150% per year, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2027. The 2033 Notes will mature on August 15, 2033. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including repayment of debt and funding of our pipeline of investment opportunities in healthcare and seniors housing properties. Pending such use, the net proceeds may be invested in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.
The foregoing description of the Indenture,
Supplemental
Indenture No. 23, Supplemental Indenture No. 25 and the Notes is qualified in its entirety by reference to the Indenture, Supplemental Indenture No. 23, Supplemental Indenture No. 25, the form of global note due 2031 and the form of global note due 2033, filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and incorporated by reference herein. Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
2
| 8.1 | Tax Opinion of Gibson, Dunn & Crutcher LLP. | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto). | |
| 23.2 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1 hereto). | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report
to be signed on its behalf by the undersigned hereunto duly authorized. | WELLTOWER INC. | ||
| By: | /s/ Matthew McQueen | |
| Name: | Matthew McQueen | |
| Title: | Chief Legal Officer, General Counsel and Corporate Secretary | |
| WELLTOWER OP LLC | ||
| By: | /s/ Matthew McQueen | |
| Name: | Matthew McQueen | |
| Title: | Chief Legal Officer, General Counsel and Assistant Secretary | |
Dated: July 13, 2026