On August 4, 2025, Welltower OP LLC (the “Company”) issued $400,000,000 aggregate principal amount of the Company’s 4.500% Notes due 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of the Company’s 5.125% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”) pursuant to an automatic shelf registration statement of the Company and the Guarantor (as defined below) on Form
S-3
(File Nos.
333-286204
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 2030 Notes are a further issuance of, are fungible with, and are consolidated and form a single series with the $600,000,000 aggregate principal amount of the Company’s 4.500% Notes due 2030 that the Company issued on June 27, 2025. The 2035 Notes are a further issuance of, are fungible with, and are consolidated and form a single series with the $650,000,000 aggregate principal amount of the Company’s 5.125% Notes due 2035 that the Company issued on June 27, 2025. The Notes were sold pursuant to an Underwriting Agreement, dated as of July 31, 2025, among the Company, the Guarantor and Wells Fargo Securities, LLC, BofA Securities, Inc. and Goldman Sachs & Co. 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”), as amended by Amendment No. 1 to Supplemental Indenture No. 24,
dated
as of August 4, 2025 (the “Amendment”), 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 its pipeline of investment opportunities 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, the Amendment and the Notes is qualified in its entirety by reference to the Indenture, Supplemental Indenture No. 23, Supplemental Indenture No. 24, the Amendment, 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, 4.5 and 4.6, respectively, and
incorporated
by reference herein.