[Form 4] Etsy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Welltower OP LLC, the operating subsidiary of Welltower Inc. (NYSE: WELL), is issuing $1.0 billion of senior unsecured notes:

• $400 million of 4.500% notes due 2030, fungible with $600 million issued 27 Jun 2025, lifting the 2030 series to $1.0 billion.
• $600 million of 5.125% notes due 2035, fungible with $650 million issued 27 Jun 2025, lifting the 2035 series to $1.25 billion.

Both series pay interest semi-annually on 1 Jan and 1 Jul, beginning 1 Jan 2026, and are fully and unconditionally guaranteed by Welltower Inc. The notes rank pari passu with existing senior unsecured debt but are effectively subordinated to secured obligations and to liabilities of subsidiaries. Optional make-whole redemptions apply prior to the par-call dates (1 Jun 2030 / 1 Apr 2035) at Treasury +15 bp; thereafter at par.

Issue pricing: 2030 notes at 99.660% (yield 4.556%); 2035 notes at 99.572% (yield 5.197%). Net proceeds of ≈$988.4 million (after $6.3 million underwriting discount and expenses) will be used for general corporate purposes, debt repayment and growth pipeline; affiliates of underwriters may receive proceeds via credit-facility pay-downs (FINRA Rule 5121 disclosure).

Covenants limit liens (<40% of total assets), total debt (<60% of adjusted assets), require interest-coverage ≥150% and unencumbered assets ≥150% of unsecured debt. No sinking fund; notes will not be listed. Settlement is expected 4 Aug 2025 (T+? immediate).

Positive

• Improved liquidity & tenor: adds $1 bn fixed-rate capital maturing 2030/35, reducing near-term refinancing pressure.
• Benchmark-sized series enhance secondary market depth, potentially lowering future funding costs.
• Covenant discipline maintained: 60% debt/asset and 150% interest-coverage limits remain intact, supporting credit ratings.

Negative

• Higher absolute debt: total consolidated debt rises to ≈$18.3 bn, heightening leverage sensitivity.
• Unsecured & structurally subordinated: noteholders rank behind secured creditors and subsidiary liabilities.
• Make-whole premium limits issuer’s flexibility to refinance at lower coupons before par-call dates.

Insights

Fixed-Income Analyst

TL;DR – $1 bn add-on upsizes two series, modestly higher coupons, proceeds mainly refinance; leverage covenants unchanged.

The add-ons expand Welltower’s unsecured curve while maintaining identical terms and CUSIPs, boosting benchmark liquidity (2030s to $1 bn; 2035s to $1.25 bn). Pricing—T+110 bp/145 bp—slots in line with single-A REIT peers and below Welltower’s weighted-average rate, limiting incremental interest expense. Covenant package mirrors existing notes, preserving 60% debt/asset and 1.5× interest-coverage guards; no structural subordination change. Use-of-proceeds language points to opportunistic refinancing and acquisition pipeline, implying neutral leverage trajectory. Overall, credit profile remains stable; issuance is primarily liability-management rather than new leverage.

REIT Equity Analyst

TL;DR – Financing extends maturity ladder and funds growth, but lifts gross debt to ≈$18.3 bn.

By locking in sub-5.2% rates out to 2035, Welltower mitigates refinancing risk ahead of potential rate volatility and supports its senior housing reinvestment strategy. Management still targets the 60% debt/asset ceiling, yet gross leverage edges up by ~6%. Because proceeds may partly recycle existing revolver draws, net leverage impact could be muted. Investors should monitor execution of pipeline investments to ensure earnings accretion offsets added interest burden.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REIFF MELISSA

(Last) (First) (Middle)

C/O ETSY, INC.

117 ADAMS STREET

(Street)

BROOKLYN NY 11201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ETSY INC [ ETSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		M		6,909	A	$33.43	23,333	D
Common Stock	08/01/2025		S		6,909	D	$58.89(1)	16,424	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director stock option (right to buy)	$33.43	08/01/2025		M			6,909	(2)	06/06/2028	Common Stock	6,909	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.74 to $58.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The option was fully vested and immediately exercisable.

	/s/ Jennifer Card, Attorney-in-Fact	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is Welltower (WELL) offering in this 424B5 filing?

Welltower OP is issuing $400 m 4.500% notes due 2030 and $600 m 5.125% notes due 2035, both fungible with existing series.

How will Welltower use the $988 m net proceeds?

Funds are earmarked for general corporate purposes, including debt repayment and investments in healthcare & senior housing properties.

What are the key financial covenants on the new WELL notes?

Limits: Liens ≤40% of total assets, Total debt ≤60% of adjusted assets, Interest-coverage ≥150%, and Unencumbered assets ≥150% of unsecured debt.

Are the notes secured or subordinated?

They are senior unsecured; effectively subordinated to secured debt and to liabilities of subsidiaries.

When do interest payments start and at what rates?

Both series pay semi-annually beginning 1 Jan 2026; coupons are 4.500% (2030) and 5.125% (2035).

Can Welltower redeem the notes early?

Yes. Prior to the par-call dates (1 Jun 2030 / 1 Apr 2035) redemption is at a make-whole price of Treasury +15 bp; afterwards at par.