Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On June 27, 2025, Welltower OP LLC (the “Company”) issued $600,000,000 aggregate principal amount of the Company’s 4.500% Notes due 2030 (the “2030 Notes”) and $650,000,000 aggregate principal amount of the Company’s 5.125% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, “Notes”) pursuant to an automatic shelf registration statement of the Company and the Guarantor (as defined below) on Form (File and filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2025 (the “Registration Statement”). The Notes are fully and unconditionally guaranteed by Welltower Inc. (the “Guarantor”) on a senior unsecured basis. The Notes were sold pursuant to an Underwriting Agreement, dated as of June 25, 2025, among the Company, the Guarantor and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters.

The Notes were issued under an Indenture, dated as of March 15, 2010 (the “Indenture”), as amended by Supplemental Indenture No. 23, dated as of April 1, 2022 (“Supplemental Indenture No. 23”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), each of which was incorporated by reference into the Registration Statement, as supplemented by Supplemental Indenture No. 24, dated as of June 27, 2025 (“Supplemental Indenture No. 24”), among the Company, the Guarantor and the Trustee. The 2030 Notes bear interest at a rate of 4.500% per year, payable semiannually in arrears on January 1 and July 1 of each year, commencing January 1, 2026. The 2030 Notes will mature on July 1, 2030. The 2035 Notes bear interest rate at a rate of 5.125% per year, payable semiannually in arrears on January 1 and July 1 of each year, commencing January 1, 2026. The 2035 Notes will mature on July 1, 2035. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including repayment of debt and investment in healthcare and seniors housing properties. Pending such use, the net proceeds may be invested in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.

The foregoing description of the Indenture, Supplemental Indenture No. 23, Supplemental Indenture No. 24 and the Notes is qualified in its entirety by reference to the Indenture, Supplemental Indenture No. 23, Supplemental Indenture No. 24, the form of global note due 2030 and the form of global note due 2035, filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and incorporated by reference herein.

 

(d) Exhibits.

 

 

 

2

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WELLTOWER INC.
By:		/s/ MATTHEW MCQUEEN
Name:		Matthew McQueen
Title:		Chief Legal Officer and General Counsel
WELLTOWER OP LLC
By:		/s/ MATTHEW MCQUEEN
Name:		Matthew McQueen
Title:		Chief Legal Officer and General Counsel

Dated: June 27, 2025