Current Report Filing (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 22, 2022

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware

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)

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:

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

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 22, 2022, Welltower Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated April 1, 2022, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-264093). The Prospectus Supplement relates to the registration and possible issuance of up to 300,026 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the “Units”) of Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), tender such Units for redemption by Welltower OP, and the Company elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing Shares to the holders instead of or in addition to paying a cash amount.

Registration of the Shares as provided in the Prospectus Supplement does not necessarily mean that any of the holders of Units will exercise their redemption rights with respect to the Units or that the Company will elect to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing Shares to the holders instead of or in addition to paying a cash amount.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


5.1		Opinion of Gibson, Dunn & Crutcher LLP.

8.1		Tax Opinion of Gibson, Dunn & Crutcher LLP.

23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1 and 8.1 hereto).

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.