[FWP] Welltower Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Welltower OP LLC, guaranteed by Welltower Inc., has priced a two-tranche investment-grade bond offering totaling $1.25 billion.

• $600 million 4.500% notes due July 1, 2030, priced at 99.942% to yield 4.513% (T+67 bps).
• $650 million 5.125% notes due July 1, 2035, priced at 99.736% to yield 5.159% (T+87 bps).

Both series settle on June 27, 2025 (T+2) and carry anticipated ratings of A3/A-. Interest is paid semi-annually on January 1 and July 1, beginning January 1, 2026. Investors benefit from a make-whole call at T+15 bps and a par-call window starting one month (2030 tranche) or three months (2035 tranche) before maturity. The offering was led by a broad syndicate of banks, including Wells Fargo, J.P. Morgan and PNC Capital Markets.

Positive

• Investment-grade A3/A- ratings signal continued creditor confidence in Welltower’s credit profile.
• Extended maturities to 2030 / 2035 reduce refinancing pressure and improve the company’s debt ladder.

Negative

• $1.25 billion increase in gross debt could elevate leverage and interest expense until offset by cash flows.
• Coupons of 4.5%–5.125% are materially higher than Welltower’s earlier low-rate issuances, raising financing costs.

Insights

Fixed Income Analyst

TL;DR IG-rated WELL taps market with $1.25B twin-tranche notes, moderate spreads; leverage rise offsets term extension—overall neutral credit event.

The 67 bps and 87 bps spreads versus Treasuries sit comfortably inside the typical 90–110 bps range for A3/A- REIT debt, indicating solid demand. Pricing just below par marginally raises effective yields but preserves proceeds. While the issue lengthens Welltower’s ladder to 2035 and smooths near-term maturities, it does add $1.25 billion of gross debt, lifting interest expense at coupons above 4.5%. Given the issuer’s investment-grade profile and ample market acceptance, credit quality appears unchanged in the near term.

Portfolio Manager

TL;DR Attractive coupons and tight pricing extend WELL curve to 2035; favorable for yield seekers, modestly positive for capital structure.

For income-oriented portfolios, the 4.5%–5.125% coupons provide decent carry relative to duration. The par-call mechanics protect spread pick-up, and the A3/A- rating adds defensive characteristics. Although leverage inches higher, Welltower’s diversified health-care property base supports serviceability. The offer’s T+67/T+87 prints look fair versus peers, suggesting incremental investor upside without outsized risk.

Issuer Free Writing Prospectus, dated June 25, 2025

Filed Pursuant to Rule 433 Relating to the

Preliminary Prospectus Supplement, dated June 25, 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 “2030 Notes”) 5.125% Notes due 2035 (the “2035 Notes”)
Principal Amount:		2030 Notes: $600,000,000 2035 Notes: $650,000,000
Trade Date:		June 25, 2025
Settlement Date:		June 27, 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:		2030 Notes: July 1, 2030 2035 Notes: July 1, 2035
Interest Payment Dates:		January 1 and July 1, commencing January 1, 2026
Coupon:		2030 Notes: 4.500% per year, accruing from June 27, 2025 2035 Notes: 5.125% per year, accruing from June 27, 2025
Price to Public:		2030 Notes: 99.942% of the principal amount, plus accrued interest, if any, from June 27, 2025 2035 Notes: 99.736% of the principal amount, plus accrued interest, if any, from June 27, 2025
Yield to Maturity:		2030 Notes: 4.513% 2035 Notes: 5.159%
Benchmark Treasury:		2030 Notes: 4.000% due May 31, 2030 2035 Notes: 4.250% due May 15, 2035
Spread to Benchmark Treasury:		2030 Notes: +67 basis points 2035 Notes: +87 basis points

Benchmark Treasury Price/Yield:		2030 Notes: 100-22 1/4 / 3.843% 2035 Notes: 99-22 / 4.289%
Make-Whole Call:		2030 Notes: +15 basis points 2035 Notes: +15 basis points
Par Call:		2030 Notes: One month prior to the Maturity Date 2035 Notes: Three months prior to the Maturity Date
CUSIP/ISIN:		2030 Notes: 95041A AF5 / US95041AAF57 2035 Notes: 95041A AG3 / US95041AAG31
Anticipated Ratings:* (Moody’s/S&P)		A3/A-
Joint Book-Running Managers:		Wells Fargo Securities, LLC J.P. Morgan Securities LLC PNC Capital Markets LLC Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC KeyBanc Capital Markets Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. 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 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, J.P. Morgan Securities LLC by telephone (collect) at 1-212-834-4533 and PNC Capital Markets LLC toll-free at +1-855-881-0697.

No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

FAQ

How much debt did Welltower (WELL) issue in June 2025?

The company priced a total of $1.25 billion across two tranches: $600 million due 2030 and $650 million due 2035.

What are the coupon rates on the new Welltower notes?

The 2030 notes carry a 4.500% coupon and the 2035 notes carry a 5.125% coupon, both accruing from June 27 2025.

When do the new Welltower notes mature?

The 2030 tranche matures on July 1, 2030 and the 2035 tranche matures on July 1, 2035.

What credit ratings are expected for the bonds?

The notes are anticipated to be rated A3 by Moody’s and A- by S&P.

What are the spreads over Treasuries for each tranche?

The 2030 notes priced at T + 67 bps, while the 2035 notes priced at T + 87 bps.

When is the first interest payment date?

Interest payments begin on January 1, 2026, and continue semi-annually on January 1 and July 1.