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Welltower logoWelltower WELL

Welltower entered into an equity distribution agreement with Welltower OP LLC and the sales agents on October 29, 2024, under which it may offer and sell common stock (ATM Shares) from time to time with an aggregate sales price of up to $5,000,000,000.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Welltower entered into an equity distribution agreement with Welltower OP LLC and the sales agents on October 29, 2024, under which it may offer and sell common stock (ATM Shares) from time to time with an aggregate sales price of up to $5,000,000,000.

  2. The company said it terminated its prior equity distribution agreement on April 30, 2024 in connection with the new agreement, effective October 29, 2024.

  3. The company said it may enter into forward sale agreements and expects to receive per-share cash proceeds at settlement based on the forward sale price. If it elects cash settlement or net share settlement, it may not receive any proceeds and may have to pay cash or deliver common stock.

  4. The company said ATM Shares may be sold in any manner permitted by law, including ordinary brokers' transactions on the New York Stock Exchange and block transactions. The offering was registered on the company's automatic shelf registration statement on Form S-3 (File No. 333-264093), and a prospectus supplement was filed on October 29, 2024.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Welltower Enters $5,000,000,000 ATM Stock Sales Agreement

Welltower entered into an equity distribution agreement with Welltower OP LLC and the sales agents on October 29, 2024, under which it may offer and sell common stock (ATM Shares) from time to time with an aggregate sales price of up to $5,000,000,000.

Source · Based on the filing body and exhibits

Prior Equity Distribution Agreement Terminated

The company said it terminated its prior equity distribution agreement on April 30, 2024 in connection with the new agreement, effective October 29, 2024.

Source · Based on the filing body and exhibits

Cash Proceeds Depend on Forward Sale and Settlement Method

The company said it may enter into forward sale agreements and expects to receive per-share cash proceeds at settlement based on the forward sale price. If it elects cash settlement or net share settlement, it may not receive any proceeds and may have to pay cash or deliver common stock.

Source · Based on the filing body and exhibits

Method of ATM Share Sales and Registration Basis

The company said ATM Shares may be sold in any manner permitted by law, including ordinary brokers' transactions on the New York Stock Exchange and block transactions. The offering was registered on the company's automatic shelf registration statement on Form S-3 (File No. 333-264093), and a prospectus supplement was filed on October 29, 2024.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.