Welltower Inc. Files 8-K/A Amendment

TL;DR

Welltower Inc. amended its 8-K filing, updating info on debt and stock sales.

AI Summary

Welltower Inc. filed an 8-K/A amendment on July 29, 2024, related to the creation of a direct financial obligation and unregistered sales of equity securities. The filing also addresses other events and includes financial statements and exhibits. This amendment pertains to Welltower OP LLC, a subsidiary of Welltower Inc.

Why It Matters

This filing provides updated information on Welltower Inc.'s financial obligations and equity transactions, which could impact investors' understanding of the company's financial health and strategic moves.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate new or revised financial obligations or equity transactions, which may carry inherent risks for the company and its investors.

Key Players & Entities

• Welltower Inc. (company) — Filer
• Welltower OP LLC (company) — Subsidiary Filer
• 4500 DORR STREET (location) — Business and Mail Address
• TOLEDO (location) — City
• OH (location) — State
• 43615 (location) — ZIP Code

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common stock, $1.00 par value per share WELL New York S
• $1,035,000,000 — ") conducts all of its business, issued $1,035,000,000 principal amount of its 3.125% Exchange
• $135,000,000 — 29 (the "Notes"), which amount includes $135,000,000 principal amount of the Notes pursuant
• $1,000 — quals 7.8177 shares of Common Stock per $1,000 principal amount of the Notes (equivale
• $127.91 — t to an exchange price of approximately $127.91 per share of Common Stock and an exchan
• $104.42 — ely 22.5% based on the closing price of $104.42 per share of Common Stock on July 8, 20

Filing Documents

• d849927d8ka.htm (8-K/A) — 61KB
• 0001193125-24-187719.txt ( ) — 248KB
• well-20240711.xsd (EX-101.SCH) — 5KB
• well-20240711_cal.xml (EX-101.CAL) — 1KB
• well-20240711_def.xml (EX-101.DEF) — 15KB
• well-20240711_lab.xml (EX-101.LAB) — 21KB
• well-20240711_pre.xml (EX-101.PRE) — 15KB
• d849927d8ka_htm.xml (XML) — 11KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as "may," "will," "intend," "believe," "expect," "project" or similar expressions that do not relate solely to historical matters, the Company is making forward-looking statements. Forward-looking statements, including statements related to the offering of the Notes are not guarantees of future performance and involve risks and uncertainties that may cause the Company's actual results to differ materially from its expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, those factors discussed in the Company's reports filed from time to time with the SEC. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements. Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of July 11, 2024, among the Issuer, the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated July 11, 2024) 4.2 Form of Global Note (included in Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated July 11, 2024) 10.1 Registration Rights Agreement, dated as of July 11, 2024, among the Company, the Issuer and the initial purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated July 11, 2024) 99.1 Press release, dated July 11, 2024 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, dated July 11, 2024) 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. 4 SIGNATURE 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: Executive Vice President – General Counsel & Corporate Secretary WELLTOWER OP LLC By: /s/ Matthew McQueen Name: Matthew McQueen Title: President Dated: July 29, 2024

View Full Filing

View this 8-K/A filing on SEC EDGAR