Welltower announces $7.5 billion at-the-market equity offering and prospectus filings

Welltower Inc. (NYSE:WELL), a prominent player in the Health Care REITs industry with a market capitalization of $120 billion, announced Tuesday that it has entered into a new equity distribution agreement allowing the company to offer and sell up to $7.5 billion of its common stock through at-the-market (ATM) offerings. According to InvestingPro data, the company maintains strong financial health with a "GREAT" overall score, supported by a solid current ratio of 3.22. The agreement, executed with Welltower OP LLC and a group of financial institutions acting as sales agents and forward sellers, replaces a prior equity distribution agreement dated March 28, 2025.

Under the new arrangement, Welltower may sell shares of its common stock from time to time through the named sales agents or enter into forward sale agreements. The aggregate sales price of shares sold under this program will not exceed $7.5 billion. The timing appears strategic, as the company’s stock has shown remarkable performance with a 40.81% year-to-date return and is currently trading near its 52-week high of $180.40. The company will not receive proceeds from the sale of borrowed shares by forward sellers but expects to receive cash proceeds upon physical settlement of forward sale agreements, subject to alternative settlement methods.

Sales of the shares may occur through various methods permitted by law, including transactions on the New York Stock Exchange, block transactions, or other negotiated deals. The offering has been registered under Welltower’s automatic shelf registration statement on Form S-3, with a base prospectus dated March 28, 2025, and a prospectus supplement filed Tuesday.

Welltower also filed a prospectus supplement with the Securities and Exchange Commission to register the resale by a selling stockholder of up to 1,182,070 shares of common stock issued as consideration for a recent property acquisition. In addition, another prospectus supplement was filed to register up to 4,542,926 shares of common stock that may be issued if holders of certain Welltower OP LLC Class A common units choose to redeem their units.

The company stated that registration of these shares does not necessarily mean the holders will exercise their redemption rights. Welltower also provided legal and tax opinions from its counsel, Gibson, Dunn & Crutcher LLP, as part of the filing.

This summary is based on a press release statement and the company’s current report on Form 8-K filed with the Securities and Exchange Commission.

In other recent news, Welltower Inc. reported third-quarter 2025 results that exceeded expectations and subsequently raised its 2025 guidance. The company also announced a significant $23 billion in transactions to enhance its focus on rental housing for seniors across the United States, United Kingdom, and Canada. This includes $14 billion in investments across over 700 senior housing communities, which will be funded through asset sales, loan repayments, and capital recycling. KeyBanc has reiterated an Overweight rating on Welltower with a price target of $200, despite the overshadowing effect of these new investments. Cantor Fitzgerald has initiated coverage with an Overweight rating and a $195 price target, highlighting strong performance in Welltower’s senior housing operating portfolio. Deutsche Bank also raised its price target to $195, citing Welltower’s positioning for significant earnings growth in the senior housing sector. Additionally, Welltower’s executive team has committed to a decade-long compensation structure tied to the company’s performance, further demonstrating its management’s long-term focus on operational excellence.

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