WELL

Business Context and Reporting Period

Company: Welltower Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 29, 2024
Event: Entry into a new Equity Distribution Agreement and termination of a prior agreement dated April 30, 2024.

Key Financial Metrics

This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial figure disclosed relates to the capital raising facility:

• Maximum Aggregate Sales Price: Up to $5,000,000,000 for shares of Common Stock (ATM Shares).
• Proceeds: Proceeds depend on settlement methods; the Company receives no proceeds from the sale of borrowed shares by Forward Sellers.

Material Changes

The material change reported is the execution of a new Equity Distribution Agreement on October 29, 2024, which supersedes the previous agreement from April 30, 2024. This new agreement authorizes the issuance and sale of Common Stock through various sales agents and forward sellers.

Guidance, Outlook, and Transaction Details

Transaction Structure:

• Sales Agents: Includes major financial institutions such as BofA Securities, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Wells Fargo Securities, among others.
• Forward Sale Agreements: The Company may enter into forward sale agreements where Forward Purchasers borrow shares to sell. Settlement can be physical (Company receives cash), cash-settled (Company may owe cash), or net share-settled (Company may owe shares).
• Registration: The offering is registered under an automatic shelf registration statement on Form S-3 (File No. 333-264093).

Management Commentary: The filing states the Company expects to physically settle forward sale agreements to receive cash proceeds, though cash or net share settlement options exist. No specific guidance on future capital deployment or operational outlook is provided in this document.

Investor Verification Checklist

• Verify the current share price and potential dilution impact of up to $5 billion in potential share sales.
• Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific terms regarding forward sale settlements and potential cash outflows.
• Confirm the status of the prior equity distribution agreement terminated on October 29, 2024.
• Monitor future filings for actual sales volumes and proceeds received under this new facility.