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AI English summary of an SEC filing — figures as filed

Welltower logoWelltower WELL

Welltower entered into an equity distribution agreement on March 28, 2025 for at-the-market sales of up to $7,500,000,000 in common stock (ATM Shares), to be sold from time to time through its Sales Agents.

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

Key points

AI summary
  1. Welltower entered into an equity distribution agreement on March 28, 2025 for at-the-market sales of up to $7,500,000,000 in common stock (ATM Shares), to be sold from time to time through its Sales Agents.

  2. The company terminated its prior equity distribution agreement on October 29, 2024, and said the new agreement also allows it to enter into separate forward sale agreements with the Forward Sellers or their affiliates.

  3. The company said it expects to physically settle each forward sale agreement, in which case it would expect to receive per-share cash proceeds at settlement equal to the forward sale price. It said it may instead cash settle or net share settle a forward sale agreement, in which case it may not receive any proceeds in the case of cash settlement or will not receive any proceeds in the case of net share settlement, and it may owe cash or shares of common stock to the Forward Purchaser.

  4. The company said it filed a new automatic shelf registration statement on March 28, 2025 to replace its existing registration statement filed on April 1, 2022. As a result, registration covering up to 23,471,419 Exchangeable Shares, 390,590 DownREIT Shares, 238,868 OP Shares and 1,563,904 Resale Shares was continued or newly designated.

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 signs $7,500,000,000 at-the-market offering agreement

Welltower entered into an equity distribution agreement on March 28, 2025 for at-the-market sales of up to $7,500,000,000 in common stock (ATM Shares), to be sold from time to time through its Sales Agents.

Source · Based on the filing body and exhibits

Termination of existing agreement and forward sale structure

The company terminated its prior equity distribution agreement on October 29, 2024, and said the new agreement also allows it to enter into separate forward sale agreements with the Forward Sellers or their affiliates.

Source · Based on the filing body and exhibits

Settlement methods and proceeds terms for forward sale agreements

The company said it expects to physically settle each forward sale agreement, in which case it would expect to receive per-share cash proceeds at settlement equal to the forward sale price. It said it may instead cash settle or net share settle a forward sale agreement, in which case it may not receive any proceeds in the case of cash settlement or will not receive any proceeds in the case of net share settlement, and it may owe cash or shares of common stock to the Forward Purchaser.

Source · Based on the filing body and exhibits

New shelf registration and common stock registration volumes

The company said it filed a new automatic shelf registration statement on March 28, 2025 to replace its existing registration statement filed on April 1, 2022. As a result, registration covering up to 23,471,419 Exchangeable Shares, 390,590 DownREIT Shares, 238,868 OP Shares and 1,563,904 Resale Shares was continued or newly designated.

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.