Welltower entered into an Equity Distribution Agreement on April 30, 2024 allowing it to offer and sell up to $3,500,000,000 of common stock (the ATM Shares) from time to time through multiple Sales Agents.

1. 01

   Welltower entered into an Equity Distribution Agreement on April 30, 2024 allowing it to offer and sell up to $3,500,000,000 of common stock (the ATM Shares) from time to time through multiple Sales Agents.

2. 02

   The company said it terminated its prior equity distribution agreement on February 15, 2024 in connection with entering into the new Equity Distribution Agreement on April 30, 2024.

3. 03

   The company said it may enter into forward sale agreements with Forward Purchasers, which are Forward Sellers or their affiliates. It said it expects to receive cash per share at settlement equal to the forward sale price under the relevant agreement if it settles physically. It said it may not receive any proceeds if it cash settles a forward sale agreement, and it will not receive any proceeds under net share settlement.

4. 04

   The company said the ATM Shares may be sold through the New York Stock Exchange in ordinary brokers' transactions, in block transactions, or by other methods permitted by law. The shares were registered under its automatic shelf registration on Form S-3 and a prospectus supplement filed with the SEC on April 30, 2024.

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Original filing

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