Welltower美股招股说明书(2026-07-08版)

Welltower OP LLC (the “issuer” or “Welltower OP”) is offering and selling C$750,000,000 aggregate principal amount of its 3.850% notes due 2031 (the “2031 notes”) andC$400,000,000 aggregate principal amount of its 4.150% notes due 2033 (the “2033 notes” and, together with the 2031 notes, the “notes”). The issuer is a subsidiary of WelltowerInc. (the “guarantor” or “Welltower”). The guarantor will fully and unconditionally guarantee the notes on a senior unsecured basis. The issuer will pay interest on the 2031 notes on February 15 and August15 of each year, commencing February15, 2027. The 2031 notes will mature on August 15, 2031.The issuer will pay interest on the 2033 notes on February 15 and August15 of each year, commencing February 15, 2027. The 2033 notes will mature on August 15, 2033. The issuer may redeem either series of notes at its option, at any time in whole or from time to time in part, at the redemption price described in “Description of the Notes—Optional Redemption.” The issuer may redeem either series of notes in whole, but not in part, at any time at its option in the event of certain changes in the tax laws of the UnitedStates (or any taxing authority thereof or therein) that would require it to pay additional amounts as described under “Description of the Notes—Redemption for Tax Reasons.”This redemption would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with accrued and unpaid interest on the notes to, butnot including, the redemption date. The notes will be the issuer’s unsecured obligations and will rank equally with all of its other unsecured senior indebtedness from time to time outstanding. The notes willbe effectively subordinated to all liabilities of the issuer’s subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. The notes will not be listed on any national securities exchange or quoted on any automated dealer quotation system. (1)The public offering prices set forth above do not include accrued interest, if any. Interest on notes will accrue from July13, 2026. Neither the Securities and Exchange Commission (the “SEC”), any state or other securities commission, nor any other securities regulatory authority in anyjurisdiction has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in registered book-entry form and deposited in global form through the facilities of CDS Clearing and Depository Services Inc.(“CDS”) for the accounts of its participants. Investors may hold their notes outside Canada through Clearstream Banking S.A. (“Clearstream”) or Euroclear Bank SA/NV(“Euroclear”), as operator of the Euroclear System (the “Euroclear Operator”), on or about July13, 2026, against payment therefor in immediately available funds. Under Rule15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless theparties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required,by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisors. See“Underwriting (Conflicts of Interest).” RBCCapitalMarkets TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF THE NOTESADDITIONAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONDOCUMENTS INCORPORATED BY REFERENCETHE COMPANYUSE OF PROCEEDSGENERAL DESCRIPTION OF THE OFFERED SECURITIESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSRESTRICTIONS ON TRANSFER OF SECURITIESDESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS OF WELLTOWER INC.SELLING SECURITY HOLDERSPLAN OF DISTRIBUTIONVALIDITY OF SECURITIESEXPERTS You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectusand any “free writing prospectus” we authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone toprovide you with additional information or information different from that contained in this prospectus supplement, the accompanyingprospectus and any such “free writing prospectus.” We are not, and