UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

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)

 

 

Registrant’s telephone number, including area code: (419)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

Welltower Inc.

 

Welltower OP LLC

 

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 of the Securities Exchange Act of 1934 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.  ☐

 

 

 

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 (File Nos. and 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.

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, 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.

 

(d) Exhibits.

 

 

2

 

3

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this 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