Welltower美股招股说明书(2026-04-29版)

PROSPECTUS SUPPLEMENT(To prospectus dated March28, 2025) Common Stock This prospectus supplement and the related prospectus relate to the offer and resale by the selling stockholder identified in this prospectussupplement of up to 138,740 shares of our common stock, par value $1.00 per share (our “common stock”). We will issue the shares of common stockcovered by this prospectus supplement to the selling stockholder upon the exchange of the securities issued as consideration for our recent acquisition ofcertain properties (the “Transaction”). We will not receive any of the proceeds from any sale of the shares by the selling stockholder. The selling stockholder from time to time may offerand sell shares of our common stock held by it directly or through agents or broker-dealers on terms to be determined at the time of sale, as described inmore detail in this prospectus supplement. Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WELL.” On April28, 2026, the last reported saleprice of our common stock on the NYSE was $214.23 per share. Investing in our common stock involves risk. Before making a decision to invest in any shares, you should carefullyconsider each of the factors described or referred to under “Risk Factors” beginning on page S-2 of this prospectussupplement. Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Table of Contents TABLE OF CONTENTSProspectus Supplement PROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK AND RESTRICTIONS ON TRANSFER OF SECURITIESSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCE Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND ADDITIONAL INFORMATION4DOCUMENTS INCORPORATED BY REFERENCE4THE COMPANY6USE OF PROCEEDS7GENERAL DESCRIPTION OF THE OFFERED SECURITIES8DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF CAPITAL STOCK17DESCRIPTION OF DEPOSITARY SHARES22DESCRIPTION OF WARRANTS26DESCRIPTION OF UNITS28RESTRICTIONS ON TRANSFER OF SECURITIES29DESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS OF WELLTOWER INC.30SELLING SECURITY HOLDERS32PLAN OF DISTRIBUTION33VALIDITY OF SECURITIES38EXPERTS38 Before making a decision to invest in any shares, you should carefully read this prospectus supplement, the accompanying prospectus andany “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. 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 theinformation you should consider before making a decision to invest in our shares. You should read this entire prospectus supplement and theaccompanying prospectus carefully, including “Risk Factors” and “Forward-Looking Statements” contained in this prospectus supplement and “RiskFactors” and “Cautionary Statement Concerning Forward-Looking Statements” contained in the accompanying prospectus and the financialstatements and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making aninvestment 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 and hospitality, creating vibrant communities for maturerenters and older adults. Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholdersand create opportunities to increase dividend payments to stockholders through annual increases in net operating income and portfolio growth. To meetthese 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 thisprospectus 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