Welltower Files Prospectus Supplement Covering Up to 1.15M Shares for OP Unit Redemptions

Executive Summary

On October 27, 2026, Welltower Inc. (NYSE: WELL) filed a prospectus supplement on Form 424B5 pursuant to Rule 424(b)(5) under Registration No. 333-286204. The prospectus supplement registers the potential issuance of up to 1,146,886 shares of common stock from time to time in exchange for Class A common units of Welltower OP LLC tendered for redemption by unit holders.

Offering Details & Terms

• Securities Offered: Up to 1,146,886 shares of Common Stock, par value $1.00 per share.
• Mechanism: The filing satisfies contractual registration obligations to holders of Class A units of Welltower OP LLC. Shares will only be issued if and when unit holders elect to present their Class A Units for redemption.
• Use of Proceeds: Welltower will not receive any cash proceeds from the issuance of these shares. Instead, the company will acquire an equivalent number of Class A Units of the operating partnership.
• Market Reference: The last reported sale price of Welltower common stock on the NYSE on October 26, 2026, was $240.61 per share, implying an aggregate nominal equity value of approximately $275.95 million for the registered shares.

Capital Structure & Market Impact

• Total Shares Outstanding: As of October 23, 2026, Welltower had 733,609,863 shares of common stock outstanding and zero preferred shares outstanding.
• Dilution Analysis: The 1,146,886 shares covered by this supplement represent approximately 0.16% of total common shares outstanding. Because these shares correspond to existing economic interests in the operating partnership (Class A Units), their redemption for common stock does not represent new capital expansion or significant net economic dilution.
• Trading Significance: Low. This is a routine registration satisfying contractual obligations under partnership agreements, with negligible dilution to existing common stockholders.