Welltower 8-K

Summary

Welltower established a new at-the-market stock offering and registered a separate resale of shares issued for a lease amendment. The new program permits up to $7.5B of common stock sales, replacing the prior agreement; actual sales are not required.

Key Figures

• ATM program: up to $7.5B in aggregate sales through agents or forward sellers. Welltower expects cash proceeds from forward sales upon physical settlement at the applicable forward sale price, but cash or net-share settlement could instead result in no proceeds and may require Welltower to pay cash or deliver shares.
• Resale: up to 261,753 shares issued as consideration for a recent lease amendment may be resold by the identified selling stockholder. The resale is separate from the ATM program.

Investor Takeaways

• Watch for actual ATM sales and forward settlements: the program’s size is a maximum, not a commitment to issue shares, and proceeds depend on the settlement method.