Form 8-K
8-K — WELLTOWER INC.
Accession: 0001193125-26-249823
Filed: 2026-06-01
Period: 2026-06-01
CIK: 0000766704
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d127740d8k.htm (Primary)
EX-99.1 (d127740dex991.htm)
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8-K
8-K (Primary)
Filename: d127740d8k.htm · Sequence: 1
8-K
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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): June 1, 2026
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)
Registrants’ 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
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
WELL/28
New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
WELL/34
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 7.01 Regulation FD Disclosure.
On June 1, 2026, Welltower Inc. issued a press release announcing its expectation to raise its quarterly common stock dividend to $0.85 per share, beginning with the second quarter of 2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).
The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description of Exhibit
99.1
Press Release, dated June 1, 2026
104
Cover Page Interactive Data File (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.
WELLTOWER INC.
Date: June 1, 2026
By:
/s/ MATTHEW MCQUEEN
Name:
Matthew McQueen
Title:
Chief Legal Officer – General Counsel & Corporate Secretary
EX-99.1
EX-99.1
Filename: d127740dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Welltower Board of Directors Approves 15% Increase in Quarterly Dividend to $0.85 per Share
TOLEDO, Ohio, June 1, 2026 /PRNewswire/ — Welltower Inc. (NYSE: WELL) (“Welltower” or the “Company”)
today announced that it expects to raise its quarterly common stock dividend to $0.85 per share, beginning with the second quarter of 2026. The declaration and payment of any future dividend remains subject to further review and approval
by the Board.
“Following low double-digit increases to our common stock dividend in each of the past two years, we are pleased to report that the
Board has approved a further mid-teens percentage increase to our dividend. This action not only reflects the Company’s low dividend payout ratio, driven by strong cash flow per share growth in recent
years, but also the Board’s confidence regarding outsized levels of growth in the coming years supported by extraordinary balance sheet strength,” stated Shankh Mitra, Welltower’s Chief Executive Officer. He continued, “While
strong secular tailwinds are expected to propel our business going forward, the Company’s growth is expected to be meaningfully amplified by the digital transformation of our portfolio through the Welltower Business System, our end-to-end operating and technology platform, and an expanding capital deployment opportunity set. In fact, even after completing approximately $11 billion of net
investment activity in 2025 and $10.5 billion of closed or announced investment activity through the first four months of 2026, our investment pipeline has never been stronger. While asset prices have bounced off pandemic lows, our ability to
drive cash flow growth post-acquisition has meaningfully improved over the past year by leveraging the Welltower Business System and through the joint efforts of our world-class technology talent and core operating partners. As a result, we expect
unlevered returns on acquisitions that are comparable to, if not slightly higher than, returns achieved on acquisitions made in prior years. Additionally, we continue to retain significant free cash flow and maintain extraordinarily low balance
sheet leverage metrics, providing us with ample capacity and flexibility to support our robust, visible, and actionable organic and inorganic growth opportunities across the US, UK, and Canada.”
About Welltower Welltower Inc. (NYSE: WELL), an 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 of 2,500+ seniors and wellness housing communities is positioned at the intersection of housing and hospitality, creating vibrant communities for mature
renters and older adults. We believe our real estate portfolio is unmatched, located in highly attractive micromarkets with stunning built environments. Yet, we are an unusual real estate organization as we view ourselves as an operating company in
a real estate wrapper, driven by highly-aligned partnerships and an unconventional culture. Through our disciplined approach to capital allocation powered by our Data Science platform and superior operating results driven by the Welltower Business
System—our end-to-end operating platform - we aspire to deliver long-term compounding of per share growth for our existing investors, our North Star.
We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor
presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such
disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the
Securities and Exchange Commission. The information on our website is not incorporated by reference in this press release and our web address is included as an inactive textual reference only.
Forward-Looking Statements and Risk Factors This document contains “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”
“anticipate,” “project” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. These statements include, among others, future dividend payments. Forward-looking
statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s 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 the economy; 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;
Welltower’s 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
Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s
financial reporting; the movement of U.S. and foreign currency exchange rates and changes to U.S. and global monetary, fiscal or trade policies; Welltower’s approach to artificial intelligence; Welltower’s ability to maintain its
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 risks described in Welltower’s reports
filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could
differ from those projected in any forward-looking statements.
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