Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance
           Sheet Arrangement of a Registrant.

Notes Offering

On May 11, 2023, Welltower OP LLC (the "Issuer"), the operating company through which Welltower Inc. (the "Company") conducts all of its business, issued $1,035,000,000 principal amount of its 2.750% Exchangeable Senior Notes due 2028 (the "Notes"), which amount includes $135,000,000 principal amount of the Notes pursuant to the exercise in full by the initial purchasers of their option to acquire additional Notes. The Notes were issued pursuant to, and are governed by, an Indenture, dated as of May 11, 2023 (the "Indenture"), among the Issuer, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the "Securities Act"), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The Notes are the Issuer's senior unsecured obligations and rank senior in right of payment to any future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Issuer's existing and future unsecured indebtedness that is not so subordinated, effectively junior to any of the Issuer's future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all existing and future indebtedness (including trade payables) and preferred equity of the Issuer's subsidiaries. The Notes are fully and unconditionally guaranteed by the Company on a senior unsecured basis.

The Notes will pay interest semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023, at a rate of 2.750% per year. The Notes will mature on May 15, 2028 (the "Maturity Date"), unless earlier exchanged, purchased or redeemed.

Prior to the close of business on the business day immediately preceding November 15, 2027, the Notes are exchangeable at the option of holders only upon certain circumstances and during certain periods. On or after November 15, 2027, the Notes will be exchangeable at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the Maturity Date. The Issuer will settle exchanges of Notes by delivering cash up to the principal amount of the Notes exchanged and, in respect of the remainder of the exchange value, if any, in excess thereof, cash or shares, par value $1.00 per share, of the Company (the "Common Stock"), or a combination thereof, at the election of the Issuer. The exchange rate initially equals 10.4808 shares of Common Stock per $1,000 principal amount of the Notes (equivalent to an exchange price of approximately $95.41 per share of Common Stock and an exchange premium of approximately 25% based on the closing price of $76.33 per share of Common Stock on May 8, 2023). The exchange rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest.

If a fundamental change (as defined in the Indenture) occurs, subject to certain conditions, holders of the Notes may require the Issuer to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date (as defined in the Indenture). In addition, if certain fundamental changes occur or if the Issuer provides notice of redemption, the Issuer may be required, in certain circumstances, to increase the exchange rate for any Notes exchanged in connection with such fundamental change or notice of redemption.

The Issuer may redeem the Notes, at its option, in whole or in part, on any business day on or after May 20, 2026, if the last reported sale price of the Common Stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.



If an Event of Default (as defined in the Indenture) other than those described
in the following sentence occurs and is continuing, the Trustee by notice to the
Issuer, or the holders of at least 25% in aggregate principal amount of the
Notes then outstanding
by
notice to the Issuer and the Trustee, may declare 100% of the principal of, and
accrued and unpaid interest, if any, on all then

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outstanding Notes to be due and payable. In the case of an Event of Default
arising out
of
certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of
the principal of and accrued and unpaid interest on the Notes will automatically
become due and payable.

The Issuer intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment or redemption of debt (which may include the 4.500% Notes due January 15, 2024 and the 3.625% Notes due March 15, 2024) and investment in health care, wellness 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 and the Notes is qualified in its entirety by reference to the Indenture and the form of global note, filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.

Registration Rights Agreement

In connection with the issuance and sale of the Notes, on May 11, 2023, the Issuer and the Company also entered into a registration rights agreement (the "Registration Rights Agreement") with the initial purchasers of the Notes.

Pursuant to the Registration Rights Agreement, the Company has agreed that it will:

• on or before the 90th day after the original issuance of the Notes, file


          a shelf registration statement (which will be an automatic shelf
          registration statement if the Company is then a well-known seasoned
          issuer ("WKSI")) or a resale prospectus supplement to an effective shelf
          registration statement with the Securities and Exchange Commission (the
          "SEC") providing for the registration of, and the sale on a continuous
          delayed basis by the holders of the Common Stock, if any, issuable upon
          exchange of the Notes;

• if the Company is not a WKSI on such 90th day, use commercially


          reasonable efforts to cause the shelf registration statement or resale
          prospectus supplement to become effective within 180 days after the first
. . .

Item 3.02. Unregistered Sales of Equity Securities.




The information included in Item 2.03 of this Current Report on Form
8-K
is incorporated in this Item 3.02 by reference. The Notes were issued to the
initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in
transactions not involving any public offering. The Notes were resold by the
initial purchasers to persons reasonably believed to be "qualified institutional
buyers," as defined in, and in accordance with, Rule 144A under the Securities
Act. Initially, a maximum of 10,847,628 shares of Common Stock may be issued
upon exchange of the Notes, based
on
the initial maximum exchange rate of 10.4808 shares of Common Stock per $1,000
principal amount of Notes, which is subject
to
customary adjustments.

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Item 8.01 Other Events.

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.

Press Release



Also on May 11, 2021, the Company and the Issuer issued a press release pursuant
to Rule 135c under
the
Securities Act in connection with the offering of the Notes. A copy of the press
release is attached hereto as Exhibit 99.1.

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 re
su
lts could dif
fer
from those projected in any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




 4.1      Indenture, dated as of May 11, 2023, among the Issuer, the Company and
        the Trustee.

 4.2      Form of Global Note (included in Exhibit 4.1 hereto).

10.1      Registration Rights Agreement, dated as of May 11, 2023, among the
        Company, the Issuer and the initial purchasers party thereto.

99.1      Press release, dated May 11, 2023.

104     Cover Page Interactive Data File - the cover page XBRL tags are embedded
        within the Inline XBRL document.



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