Document

424B7 1 welltowerinc-prospectussup.htm 424B7 Document

Table of Contents

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-286204

PROSPECTUS SUPPLEMENT

(To prospectus dated March 28, 2025)

261,753 Shares

Common Stock

This prospectus supplement and the related prospectus relate to the offer and resale by the selling stockholders identified in this prospectus supplement of up to 261,753 shares of our common stock, par value $1.00 per share (our “common stock”). We will issue the shares of common stock covered by this prospectus supplement to the selling stockholders upon the exchange of the securities issued as consideration for our recent lease amendment relating to certain properties (the “Transaction”).

We will not receive any of the proceeds from any sale of the shares by the selling stockholders. The selling stockholders from time to time may offer and sell shares of our common stock held by them directly or through agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus supplement.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WELL.” On July 27, 2026, the last reported sale price of our common stock on the NYSE was $248.34 per share.

Investing in our common stock involves risk. Before making a decision to invest in any shares, you should carefully consider each of the factors described or referred to under “Risk Factors” beginning on page S-2 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 28, 2026.

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement


			Page
RISK FACTORS			S-2
FORWARD-LOOKING STATEMENTS			S-4
USE OF PROCEEDS			S-6
DESCRIPTION OF CAPITAL STOCK AND RESTRICTIONS ON TRANSFER OF SECURITIES			S-7
SELLING STOCKHOLDERS			S-11
PLAN OF DISTRIBUTION			S-12
LEGAL MATTERS			S-14
EXPERTS			S-14
WHERE YOU CAN FIND MORE INFORMATION			S-15
DOCUMENTS INCORPORATED BY REFERENCE			S-16

Prospectus


			Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			2
WHERE YOU CAN FIND ADDITIONAL INFORMATION			4
DOCUMENTS INCORPORATED BY REFERENCE			4
THE COMPANY			6
USE OF PROCEEDS			7
GENERAL DESCRIPTION OF THE OFFERED SECURITIES			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			17
DESCRIPTION OF DEPOSITARY SHARES			22
DESCRIPTION OF WARRANTS			26
DESCRIPTION OF UNITS			28
RESTRICTIONS ON TRANSFER OF SECURITIES			29
DESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS OF WELLTOWER INC.			30
SELLING SECURITY HOLDERS			32
PLAN OF DISTRIBUTION			33
VALIDITY OF SECURITIES			38
EXPERTS			38

Before making a decision to invest in any shares, you should carefully read this prospectus supplement, the accompanying prospectus and any “free writing prospectus” we authorize to be delivered to you, together with the additional information described under the heading “Where You Can Find More Information” in this prospectus supplement.

Unless we have specifically indicated otherwise, references in this prospectus supplement to “Welltower,” “we,” “us,” “our,” the “Company,” or similar terms are to Welltower Inc. together with its subsidiaries.

S-i

Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us and this offering. This information is not complete and does not contain all of the information you should consider before making a decision to invest in our shares. You should read this entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” and “Forward-Looking Statements” contained in this prospectus supplement and “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” contained in the accompanying prospectus and the financial statements and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.

About Our Company

Welltower Inc. (NYSE:WELL), a real estate investment trust (“REIT”) and S&P 500 company, is positioned at the center of the silver economy, focusing on rental housing for aging seniors across the United States, United Kingdom and Canada. Our portfolio predominantly consists of 2,500+ seniors and wellness housing communities that are positioned at the intersection of housing, healthcare and hospitality, creating vibrant communities for mature renters and older adults.

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders through annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by property type, relationship and geographic location.

More information is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus, and our web address is included as an inactive textual reference only.

Other Information

The Securities and Exchange Commission (the “SEC”) maintains a website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto.

S-1

Table of Contents

RISK FACTORS

An investment in our shares involves risks. You should carefully consider the risk factors described below, together with all of the other information included in this prospectus supplement and the accompanying prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus, including the discussion under the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2025 and in any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, as such discussion may be amended or updated in other reports filed by us with the SEC, before making an investment in our shares.

Risks Arising from Our Common Stock

The share price of our common stock could be affected by several factors.

The share price of our common stock depends upon several factors, including, but not limited to: our financial condition, performance and prospects; general economic and financial market conditions; changes in estimates by analysts; the market for similar securities issued by REITs; and our ability to meet analysts’ estimates. In addition, the market price of our common stock may be affected by future sales of our securities, including additional issuances of common stock and securities convertible into common stock. These factors, among others, could significantly depress the trading price of our common stock.

Holders of any future outstanding shares of our preferred stock will have liquidation, dividend and other rights that are senior to the rights of the holders of our common stock.

Our board of directors has the authority to designate and issue preferred stock with liquidation, dividend and other rights that are senior to those of our common stock. If we are in arrears in the payment of dividends on our preferred stock, we may be prohibited or otherwise restricted in paying any dividends in our common stock. In addition, the holders of any shares of our preferred stock that may be issued in the future would receive, upon our voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of our common stock, their liquidation preferences as well as any accrued and unpaid distributions. Dividend, redemption and liquidating payments on our preferred stock would reduce the remaining amount of our assets, if any, available for distribution to holders of our common stock.

Our issuance of additional securities may reduce the market price for our shares.

The market price of our common stock may be affected by future sales of our securities, including those made pursuant to the equity distribution agreement for our at-the-market program and other additional issuances of common stock and securities convertible into common stock. We may also issue common stock as consideration or partial consideration in connection with our investments and acquisitions or for achieving certain benchmarks related to such investments and acquisitions. The number of shares of our common stock that we may issue or that we may issue upon conversion could be significant and dilutive to our existing stockholders.

Our ability to pay dividends in the future is subject to many factors.

Our primary unsecured credit facility restricts our ability to pay cash dividends on our common stock if we default under the credit facility, and other financing agreements or instruments that we enter into or issue (including preferred stock) in the future also may limit our ability to pay cash dividends on our common stock. If we default under our primary unsecured credit facility, or if future financing agreements or instruments restrict our ability to pay cash dividends, we will be restricted in our ability to pay cash dividends on our common stock unless we can refinance amounts outstanding under those agreements or instruments.

Under Delaware law, cash dividends on capital stock may only be paid from “surplus” or, if there is no “surplus,” from the corporation’s net profits for the then-current or the preceding fiscal year. Unless we operate profitably, our ability to pay cash dividends on our common stock would require the availability of adequate “surplus,” which is defined as the excess, if any, of our net assets (total assets less total liabilities) over our capital. Further, even if adequate surplus is available to pay cash dividends on our common stock, we may not have sufficient cash to pay dividends on our common stock.

S-2

Table of Contents

Our ability to pay dividends may be impaired if any of the risks described in this prospectus supplement and the accompanying prospectus or incorporated by reference herein and in the accompanying prospectus were to occur. In addition, payment of our dividends depends upon our earnings, our cash flows, our financial condition, maintenance of our REIT status and other factors as our board of directors may deem relevant from time to time.

Certain provisions in our certificate of incorporation and by-laws may restrict your ownership of shares of our capital stock and/or discourage or prevent a change in control.

In order to assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes, our by-laws provide that no person may own, or be deemed to own by virtue of the attribution rules of the Internal Revenue Code of 1986, as amended, more than 9.8% of the value of our outstanding capital stock or more than 9.8% of the outstanding shares of our common stock, subject to certain exceptions. For this purpose, all options, warrants, convertible securities or other rights to acquire our common stock will be treated as if all such rights had been exercised. If any shares or other securities in excess of this limit are issued or transferred to any person, such issuance or transfer shall be valid only with respect to such amount of shares or securities as does not exceed this limit, and such issuance or transfer will be void with respect to the excess. These and other provisions in our certificate of incorporation, by-laws and Delaware law could delay, prevent or deter a transaction or change in control, including an acquisition of us by a third party, that might involve a premium price for our common stock or otherwise be favorable to you as a stockholder.

S-3

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued qualification as a REIT; and our ability to access capital markets or other sources of funds.

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to:

•the impact of macroeconomic and geopolitical developments, including economic downturns, elevated inflation and interest rates, political or social conflict, unrest or violence, or similar events;

•the status of capital markets, including availability and cost of capital;

•issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements, public perception of the healthcare industry and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance;

•changes in financing terms;

•competition within the healthcare and seniors housing industries;

•negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans;

•our ability to transition or sell properties with profitable results;

•the failure to make new investments or acquisitions as and when anticipated;

•natural disasters, public health emergencies and extreme weather affecting our properties;

•our ability to re-lease space at similar rates as vacancies occur;

•our ability to timely reinvest sale proceeds at similar rates to assets sold;

•operator/tenant or joint venture partner bankruptcies or insolvencies;

•the cooperation of joint venture partners;

•government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements;

•liability or contract claims by or against operators/tenants;

•unanticipated difficulties and/or expenditures relating to future investments or acquisitions;

•environmental laws affecting our properties;

•changes in rules or practices governing our financial reporting;

S-4

Table of Contents

•the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies;

•our approach to artificial intelligence;

•our ability to maintain our qualification as a REIT;

•key management personnel recruitment and retention;

•geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and in the Middle East; and

•other risk factors included in the reports we file from time to time with the SEC, including, but not limited to, the risks identified in the section entitled “Risk Factors” included in our most recent Annual Report on Form 10-K.

We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

S-5

Table of Contents

USE OF PROCEEDS

We will not receive cash proceeds from the sale of shares of our common stock by the selling stockholders from time to time pursuant to this prospectus supplement. The proceeds from any such offering are solely for the account of the selling stockholders.

S-6

Table of Contents

DESCRIPTION OF CAPITAL STOCK AND RESTRICTIONS ON TRANSFER OF SECURITIES

The following is a summary of certain terms of the common stock and preferred stock that Welltower may issue. Because this summary is not complete, you should refer to Welltower’s restated certificate of incorporation (“certificate of incorporation”) and Welltower’s by-laws (“by-laws”), which documents provide additional information regarding the common stock and preferred stock, and the applicable provisions of the Delaware General Corporation Law. Copies of Welltower’s certificate of incorporation and by-laws, as amended, are exhibits to documents incorporated by reference herein.

Welltower’s certificate of incorporation authorizes it to issue up to 1,400,000,000 shares of the common stock and 50,000,000 shares of preferred stock, $1.00 par value per share. As of July 24, 2026, Welltower had 720,744,765 shares of common stock outstanding and no outstanding shares of preferred stock.

Preferred Stock

Welltower’s board of directors is authorized to issue preferred stock in series and to fix the rights and preferences of the series, including, among other things, whether and to what extent the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to dividends and other matters.

The rights, preferences and privileges of holders of Welltower’s common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Welltower’s preferred stock which are outstanding or which Welltower may designate and issue in the future.

Common Stock

Dividend Rights

The holders of shares of Welltower’s common stock are entitled to receive dividends when declared by Welltower’s board of directors and after payment of, or provision for, full cumulative dividends on and any required redemptions of shares of preferred stock then outstanding, if any.

Voting Rights

The holders of shares of Welltower’s common stock are entitled to one vote per share on all matters to be voted on by such holders. Holders of shares of Welltower’s common stock are not entitled to cumulative voting rights.

Liquidation Rights

If Welltower is voluntarily or involuntarily liquidated or dissolved, holders of shares of its common stock are to share ratably in Welltower’s distributable assets remaining after the satisfaction of all of its debts and liabilities and the prior preferential rights of holders of shares of its preferred stock, if any.

Other Rights and Preferences

Holders of shares of Welltower’s common stock do not have preemptive rights, and there are no exchange rights or redemption or sinking fund provisions with respect to such shares of common stock. The rights, preferences and privileges of holders of shares of Welltower’s common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of its preferred stock which are outstanding or which Welltower may designate and issue in the future.

Fully Paid and Nonassessable

All of the outstanding shares of Welltower’s common stock are fully paid and nonassessable.

Transfer Agent

The transfer agent for Welltower’s common stock is Computershare Trust Company, N.A.

S-7

Table of Contents

Listing

Welltower’s common stock is listed on the NYSE under the symbol “WELL.”

Anti-Takeover Provisions

Welltower’s certificate of incorporation and by-laws contain provisions that may have the effect of discouraging persons from acquiring large blocks of Welltower’s stock or delaying or preventing a change in control of Welltower. The material provisions that may have such an effect are:

•A provision permitting Welltower’s board of directors to make, amend or repeal Welltower’s by-laws.

•Authorization for Welltower’s board of directors to issue preferred stock in series and to fix the rights and preferences of the series, including, among other things, whether and to what extent the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to dividends and other matters.

•A prohibition on stockholders taking action by written consent in lieu of a meeting.

•Advance notice procedures with respect to nominations of directors by stockholders and proposals by stockholders of business at an annual meeting.

•The grant only to Welltower’s board of directors of the right to call special meetings of stockholders.

•Limitations on the number of shares of Welltower’s capital stock that may be beneficially owned, directly or indirectly, by any one stockholder.

•Limitations on transactions that involve Welltower and any stockholder who beneficially owns 5% or more of Welltower’s voting stock.

•A provision permitting amendment by the stockholders of certain of the provisions listed above only by an affirmative vote of the holders of at least 75% of all of the outstanding shares of Welltower’s voting stock, voting together as a single class.

Limitations on Transactions Involving Welltower and Its Stockholders

Under Welltower’s by-laws, in addition to any vote otherwise required by law, its certificate of incorporation or its by-laws, the following transactions will require the affirmative vote of the holders of at least 75% of the voting power of Welltower’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class:

•Any merger or consolidation of Welltower with or into:

◦any stockholder that owns 5% or more of Welltower’s voting stock; or

◦any other corporation or entity which is, or after such merger or consolidation would be, an affiliate of a stockholder that owns 5% or more of Welltower’s voting stock.

•Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of substantially all of Welltower’s assets, in one transaction or a series of transactions, to or with any stockholder that owns 5% or more of Welltower’s voting stock or an affiliate of any such stockholder.

•Any reclassification of Welltower’s securities, including any reverse stock split, or recapitalization or any other transaction that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of Welltower’s equity securities that is directly or indirectly owned by any stockholder that owns 5% or more of Welltower’s voting stock or any affiliate of such a stockholder, whether or not the transaction involves such a stockholder.

S-8

Table of Contents

•The adoption of any plan or proposal for Welltower’s liquidation or dissolution proposed by or on behalf of a stockholder that owns 5% or more of Welltower’s voting stock or any affiliate of such a stockholder.

These provisions will not apply to any of the transactions described above if:

•Welltower is, at the time of the consummation of the transaction, and at all times throughout the preceding twelve months has been, directly or indirectly, the owner of a majority of each class of the outstanding equity securities of the 5% stockholder that is a party to the transaction; or

•The transaction has been approved by a majority of the members of Welltower’s board of directors who, at the time such approval is given, were not affiliates or nominees of the 5% stockholder; or

•Both of the following conditions have been met:

◦the aggregate amount of the cash and the fair market value, as determined in good faith by Welltower’s board of directors, of the consideration other than cash to be received per share by holders of Welltower’s voting stock in such transaction shall be at least equal to the highest per share price paid by the 5% stockholder for any shares of voting stock acquired by it:

•within the two-year period immediately prior to the first public announcement of the proposal of the transaction, or

•in the transaction in which it became a 5% stockholder, whichever is higher; and

◦the consideration to be received by holders of a particular class of outstanding voting stock shall be in cash or in the same form as the 5% stockholder previously paid for shares of such voting stock. If the 5% stockholder paid for shares of any class of voting stock with varying forms of consideration, the form of consideration to be paid by the 5% stockholder for such class of voting stock shall be either cash or the form used to acquire the largest number of shares of such class of voting stock previously acquired by the stockholder.

Restrictions on Transfer of Securities

For Welltower to qualify as a REIT, not more than 50% in value of Welltower’s outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Welltower’s taxable year. In order to ensure that this requirement is satisfied, the by-laws (with respect to its common stock and preferred stock) provide that no person may acquire securities that would result in the direct or indirect beneficial ownership of more than 9.8% of Welltower’s common stock or more than 9.8% in value of Welltower’s outstanding capital stock by such person. For purposes of application of such limitations to any person, all options, warrants, convertible or exchangeable securities or other rights to acquire Welltower’s capital stock held directly or indirectly by such person will be treated as if all such rights had been exercised. If any securities in excess of this limit are issued or transferred to any person, such issuance or transfer shall be valid only with respect to such amount of securities as does not exceed this limit, and such issuance or transfer will be void with respect to the excess. Welltower’s board of directors may grant limited exemptions from the ownership restrictions set forth in the by-laws to specified persons if the board determines that each such limited exemption is in the best interests of Welltower and its stockholders.

The by-laws further provide that, if the foregoing stock ownership limitations are determined to be invalid by virtue of any legal decision, statute, rule or regulation, then the transferee of the shares or other securities will be deemed to have acted as Welltower’s agent in acquiring the shares or other securities that are in excess of the limit, and will be deemed to hold such excess shares or securities on behalf of Welltower. As the equivalent of treasury securities for such purposes, the excess securities will not be entitled to any voting rights, will not be considered to be outstanding for quorum or voting purposes, and will not be entitled to receive dividends, interest or any other distribution with respect to such securities. Any person who receives dividends, interest or any other distribution in respect of the excess securities will hold the same as Welltower’s agent and for the transferee of the excess securities following a permitted transfer.

S-9

Table of Contents

In addition, under the by-laws, Welltower may refuse to transfer any shares, passing either by voluntary transfer, by operation of law or under the last will and testament of any stockholder, if such transfer would or might, in the opinion of Welltower’s board of directors or counsel to Welltower, disqualify Welltower as a REIT.

S-10

Table of Contents

SELLING STOCKHOLDERS

This prospectus supplement covers 261,753 shares of our common stock to be issued to the selling stockholders named below to permit the selling stockholders to resell such shares, as set forth in the table below, in the manner contemplated under the section entitled “Plan of Distribution” in this prospectus supplement. The shares covered by this prospectus supplement may be offered from time to time by the selling stockholders.

The registration of shares of our common stock covered by this prospectus supplement does not necessarily mean that any shares of our common stock will be sold by the selling stockholders. The selling stockholders may offer all, some or none of the shares. As a result, we cannot estimate the number of shares of our common stock that will be held by the selling stockholders upon termination of any of these sales.

Name

Number of Shares Beneficially Owned Prior to the Offering

Percentage of Shares Beneficially Owned Prior to the Offering

Number of Shares Offered Hereby

Number of Shares Beneficially Owned After the Offering (1)

Percentage of Shares Beneficially Owned After the Offering (1)

Nu C Irrevocable Trust

130,877

—

Nu C II Irrevocable Trust

130,876

—

__________________

(1)Assumes the selling stockholders sell all of the shares of common stock.

*Less than 1% of the total aggregate amount of shares of our common stock outstanding as of July 24, 2026.

S-11

Table of Contents

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell any or all of the shares of our common stock beneficially owned by them and offered hereby directly or through one or more underwriters, broker-dealers, agents or any combination thereof. The term “selling stockholders” includes pledgees, donees, transferees or other successors-in-interest that receive the resale shares from a selling stockholder as a gift, distribution or other transfer (including a purchase) after the date of this prospectus supplement. To the extent required, this prospectus supplement may be amended and supplemented from time to time to describe a specific plan of distribution.

Each selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale of the resale shares. The selling stockholders will be responsible for any underwriting discounts or commissions or agent’s commissions. The shares of our common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares of our common stock (which may involve crosses or block transactions):

•on the NYSE or any other national securities exchange or quotation service on which shares of our common stock may be listed or quoted at the time of sale;

•in the over-the-counter market;

•in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

•through the writing of options, whether such options are listed on an options exchange or otherwise;

•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus supplement;

•an exchange distribution in accordance with the rules of the applicable exchange;

•in privately negotiated transactions;

•through the settlement of short sales;

•broker-dealers may agree with the selling stockholders to sell a specified number of shares of our common stock at a stipulated price per share;

•a combination of any such methods of sale; and

•any other method permitted pursuant to applicable law.

In connection with distributions of the resale shares or otherwise, the selling stockholders, underwriters, selling group members and their respective affiliates may:

•enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the resale shares in the course of hedging their positions;

•sell shares of our common stock short and deliver the resale shares to close out such short positions;

•enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of resale shares offered by this prospectus supplement, which they may in turn resell; or

•pledge shares of our common stock to a broker-dealer or other financial institution, which, upon a default by the selling stockholders under the transaction to which such pledge relates, they may in turn resell.

S-12

Table of Contents

In addition, the selling stockholders may sell their shares of our common stock pursuant to Rule 144 adopted under the Securities Act of 1933, as amended (the “Securities Act”), as permitted by that rule, or under Section 4(1) of the Securities Act, rather than pursuant to this prospectus supplement. In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders, in amounts to be negotiated immediately prior to the sale.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The selling stockholders will be subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling stockholders and their affiliates.

In order to comply with the securities laws of certain states, the resale shares must be sold in those states only through registered or licensed brokers or dealers.

We will make copies of this prospectus supplement available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the resale shares against certain liabilities, including liabilities arising under the Securities Act.

At the time a particular offer of resale shares is made, if required, a future prospectus supplement or amendment to this prospectus supplement will be distributed that will set forth:

•the number of resale shares being offered;

•the terms of the offering, including the name of any underwriter, dealer or agent;

•the purchase price paid by any underwriter;

•any discount, commission and other underwriter compensation;

•any discount, commission or concession allowed or reallowed or paid to any dealer; and

•the proposed selling price to the public.

S-13

Table of Contents

LEGAL MATTERS

Certain legal matters regarding the shares offered hereby and certain tax matters will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedules included in our Annual Report on Form 10-K for the year ended December 31, 2025, and the effectiveness of our internal control over financial reporting as of December 31, 2025, as set forth in their reports, which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

S-14

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

The prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC covering various securities that we may offer, including the shares offered under this prospectus supplement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about the shares offered hereby.

Additionally, we file annual, quarterly and current reports, proxy statements and other information with the SEC, all of which are made available, free of charge, on our website at www.welltower.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus, and our web address is included in this prospectus supplement as an inactive textual reference only. You can review these SEC filings and the registration statement by accessing the SEC’s website at www.sec.gov.

Incorporation of Information Filed with the SEC

The SEC allows us to “incorporate by reference” the information we file with the SEC, which means:

•we consider incorporated documents to be part of this prospectus supplement;

•we may disclose important information to you by referring you to those documents; and

•information we subsequently file with the SEC will automatically update and supersede the information in this prospectus supplement.

S-15

Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

This prospectus supplement incorporates by reference the following documents we filed with the SEC; provided, however, that we are not incorporating any documents or information deemed to have been furnished (but not filed) under Items 2.02 or 7.01 of any Current Report on Form 8-K and exhibits relating to such disclosure, unless otherwise specifically noted below:

•Annual Report on Form 10-K for the year ended December 31, 2025;

•Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026;

•The information responsive to Part III of our Annual Report on Form 10-K for the year ended December 31, 2025, provided in our Definitive Proxy Statement on Schedule 14A, filed on April 10, 2026;

•Current Reports on Form 8-K filed on March 10, 2026, April 29, 2026, May 22, 2026 and July 13, 2026;

•The description of our common stock as set forth in our registration statement filed under the Exchange Act on Form 8-A on June 17, 1985, as updated by Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2025, and as subsequently amended or updated; and

•All subsequent documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the date this offering is terminated; other than the portions of such documents that by statute or rule, by designation in such document or otherwise, are not deemed to be filed with the SEC or are not required to be incorporated herein by reference.

This prospectus supplement and the accompanying prospectus summarize material provisions of contracts and other documents to which we refer. Since this prospectus supplement and the accompanying prospectus may not contain all the information that you may find important, you should review the full text of those documents. Upon oral or written request, we will provide each person receiving this prospectus supplement and the accompanying prospectus a free copy of any or all documents incorporated by reference into this prospectus supplement and the accompanying prospectus. You may direct such requests to:

Matthew McQueen

Chief Legal Officer, General Counsel & Corporate Secretary

Welltower Inc.

4500 Dorr Street

Toledo, Ohio 43615

(419) 247-2800

S-16

Table of Contents

Prospectus

Welltower Inc.

DEBT SECURITIES

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

GUARANTEES

WARRANTS

UNITS

Welltower OP LLC

DEBT SECURITIES

GUARANTEES

Welltower Inc., or any selling security holder, may offer and sell from time to time, in one or more offerings:

•debt securities;

•shares of common stock;

•shares of preferred stock;

•depositary shares;

•guarantees of debt securities issued by Welltower OP LLC;

•warrants to purchase debt securities, preferred stock, depositary shares or common stock; and

•units consisting of one or more debt securities or other securities.

Welltower OP LLC may offer and sell from time to time, in one or more offerings:

•debt securities; and

•guarantees of debt securities issued by Welltower Inc.

We, or any selling security holder, if applicable, may offer one or more of these securities from time to time on terms to be determined at the time of offering. We will provide the specific terms of the securities being offered in supplements to this prospectus prepared in connection with each offering. Debt securities of Welltower Inc. may be fully and unconditionally guaranteed by Welltower OP LLC, as described herein or in a prospectus supplement. Debt securities of Welltower OP LLC may be fully and unconditionally guaranteed by Welltower Inc., as described herein or in a prospectus supplement. These debt securities and any such guarantees may be senior or subordinated. We may also authorize one or more free writing prospectuses to be provided to you in connection with an offering. You should read this prospectus, the prospectus supplement for the specific security being offered and any related free writing prospectus carefully before making a decision to invest.

The common stock of Welltower Inc. is listed on the New York Stock Exchange (“NYSE”) under the symbol “WELL.”

Investing in our securities involves risk. See “Risk Factors” section of our filings with the Securities and Exchange Commission and the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 28, 2025.

Table of Contents

TABLE OF CONTENTS


			Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			2
WHERE YOU CAN FIND ADDITIONAL INFORMATION			4
DOCUMENTS INCORPORATED BY REFERENCE			4
THE COMPANY			6
USE OF PROCEEDS			7
GENERAL DESCRIPTION OF THE OFFERED SECURITIES			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			17
DESCRIPTION OF DEPOSITARY SHARES			22
DESCRIPTION OF WARRANTS			26
DESCRIPTION OF UNITS			28
RESTRICTIONS ON TRANSFER OF SECURITIES			29
DESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS OF WELLTOWER INC.			30
SELLING SECURITY HOLDERS			32
PLAN OF DISTRIBUTION			33
VALIDITY OF SECURITIES			38
EXPERTS			38

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement or in any related free writing prospectus. We have not authorized any other person to provide you with different or additional information with respect to this offering. This document may only be used where it is legal to sell these securities. You should not assume that the information in this prospectus or in any prospectus supplement or free writing prospectus or any document incorporated herein or therein by reference is accurate as of any date other than their respective dates. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates. We are not making an offer of these securities in any state or other jurisdiction where the offer or sale is not permitted.

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf process, we or any selling security holder may sell any combination of the securities described in this prospectus at any time and from time to time in one or more offerings. This prospectus provides you only with a general description of the securities we or any selling security holder may offer. Each time we sell or any selling security holder sells securities, a prospectus supplement containing specific information about the terms of that offering will be provided. We may also authorize one or more free writing prospectuses to be provided to you in connection with an offering. The prospectus supplement and any related free writing prospectus may also add to, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus, any prospectus supplement and any related free writing prospectus together with additional information described under the heading “Where You Can Find Additional Information” and “Documents Incorporated by Reference.”

This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently investigated or verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

Unless specifically noted otherwise in this prospectus or unless the context otherwise requires, references to “Welltower” mean Welltower Inc. and references to “Welltower OP” mean Welltower OP LLC. References to “we,” “us,” “our” or the “Company” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain statements that constitute “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); and our ability to access capital markets or other sources of funds.