Welltower美股招股说明书(2026-07-28版)

This prospectus supplement and the related prospectus relate to the offer and resale by the selling stockholders identified in thisprospectus supplement of up to 261,753 shares of our common stock, par value $1.00 per share (our “common stock”). We will issuethe shares of common stock covered by this prospectus supplement to the selling stockholders upon the exchange of the securitiesissued 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 timeto time may offer and sell shares of our common stock held by them directly or through agents or broker-dealers on terms to bedetermined 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 lastreported 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 carefullyconsider each of the factors described or referred to under “Risk Factors” beginning on pageS-2of this prospectussupplement. Neither the Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July 28, 2026. TABLE OF CONTENTS Prospectus Supplement RISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK AND RESTRICTIONS ON TRANSFER OF SECURITIESSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONDOCUMENTS INCORPORATED BY REFERENCETHE COMPANYUSE OF PROCEEDSGENERAL DESCRIPTION OF THE OFFERED SECURITIESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSRESTRICTIONS ON TRANSFER OF SECURITIESDESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS OFWELLTOWER INC.SELLING SECURITY HOLDERSPLAN OF DISTRIBUTIONVALIDITY OF SECURITIESEXPERTS Before making a decision to invest in any shares, you should carefully read this prospectus supplement, the accompanyingprospectus and any “free writing prospectus” we authorize to be delivered to you, together with the additional informationdescribed 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. PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information about us and this offering. This information is not complete anddoes not contain all of the information you should consider before making a decision to invest in our shares. Youshould 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 “CautionaryStatement Concerning Forward-Looking Statements” contained in the accompanying prospectus and the financialstatements and the other information incorporated by reference in this prospectus supplement and theaccompanying 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 atthe center of the silver economy, focusing on rental housing for aging seniors across the United States, UnitedKingdom and Canada. Our portfolio predominantly consists of 2,500+ seniors and wellness housing communitiesthat are positioned at the intersection of housing, healthcare 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 payconsistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholdersthrough annual increases in net operating income and portfolio growth. To meet these objectives, we invest acrossthe full spectrum of seniors housing and healthcare real estate and diversify our investment portfolio by propertytype, relationship and geographic location. More information is available on the Internet at www.welltower.com. The information on our website is notincorporated by reference in this prospectus supplement or the accompanying prospectus, and our web address isinc