Issuer Free Writing Prospectus, dated July 31, 2025
Filed Pursuant to Rule 433 Relating to the
Preliminary Prospectus Supplement, dated July 31, 2025 and
Registration Statement Nos. 333-286204 and 333-286204-01
WELLTOWER OP LLC, AS ISSUER
AND
WELLTOWER INC., AS GUARANTOR
PRICING TERM SHEET
| Issuer: | Welltower OP LLC | |
| Guarantor: | Welltower Inc. | |
| Title of Securities: | 4.500% Notes due 2030 (the “New 2030 Notes”) (upon issuance will be fungible with the Previously-Issued 2030 Notes) 5.125% Notes due 2035 (the “New 2035 Notes”) (upon issuance will be fungible with the Previously-Issued 2035 Notes) | |
| Principal Amount: | New 2030 Notes: $400,000,000; Previously-Issued 2030 Notes: $600 million New 2035 Notes: $600,000,000; Previously-Issued 2035 Notes: $650 million | |
| Trade Date: | New 2030 Notes: July 31, 2025 New 2035 Notes: July 31, 2025 | |
| Settlement Date: | August 4, 2025 (T+2); under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes before the business day prior to the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters. | |
| Maturity Date: | New 2030 Notes: July 1, 2030 New 2035 Notes: July 1, 2035 | |
| Interest Payment Dates: | New 2030 Notes: January 1 and July 1, commencing on January 1, 2026 New 2035 Notes: January 1 and July 1, commencing on January 1, 2026 | |
| Coupon: | New 2030 Notes: 4.500% per year, accruing from June 27, 2025 New 2035 Notes: 5.125% per year, accruing from June 27, 2025 | |
| Price to Public: | New 2030 Notes: 99.660% of the principal amount, plus accrued interest from, and including, June 27, 2025 to, but excluding, August 4, 2025 New 2035 Notes: 99.572% of the principal amount, plus accrued interest from, and including, June 27, 2025 to, but excluding, August 4, 2025 | |
| Accrued Interest: | New 2030 Notes: $1,850,000.00 New 2035 Notes: $3,160,416.67 | |
| Yield to Worst: | New 2030 Notes: 4.577% New 2035 Notes: 5.180% | |
| Benchmark Treasury: | New 2030 Notes: 3.875% due June 30, 2030 New 2035 Notes: 4.250% due May 15, 2035 | |
| Spread to Benchmark Treasury: | New 2030 Notes: +62 basis points New 2035 Notes: +82 basis points | |
| Benchmark Treasury Price/Yield: | New 2030 Notes: 99-20 1/4 / 3.957% New 2035 Notes: 99-04 / 4.360% | |
| Make-Whole Call: | New 2030 Notes: +15 basis points New 2035 Notes: +15 basis points | |
| Par Call: | New 2030 Notes: One month prior to the Maturity Date New 2035 Notes: Three months prior to the Maturity Date | |
| CUSIP/ISIN: | New 2030 Notes: 95041A AF5 / US95041AAF57 New 2035 Notes: 95041A AG3 / US95041AAG31 | |
| Anticipated Ratings:* (Moody’s/S&P) |
A3/A- | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC KeyBanc Capital Markets Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC | |
| Senior Co-Managers: | BBVA Securities Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Citizens JMP Securities, LLC Huntington Securities, Inc. Regions Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. | |
| Co-Managers: | Capital One Securities, Inc. Comerica Securities, Inc. Hancock Whitney Investment Services, Inc. Loop Capital Markets LLC Synovus Securities Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to withdrawal or revision at any time. |
The issuer and the guarantor have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you make a decision to invest, you should read the preliminary prospectus supplement for this offering, the related prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by contacting Wells Fargo Securities, LLC toll-free at 1-800-645-3751, BofA Securities, Inc. toll-free at 1-800-294-1322 and Goldman Sachs & Co. LLC toll-free at 1-866-471-2526.
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