Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee(1) |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Paid |
Stock, $1.00 par value per share |
457(c) and |
$ |
$ |
$ |
|||||||||||||||||||
Fees Previously Paid |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Total Offering Amounts |
$ |
$ |
||||||||||||||||||||||
Total Fees Previously Paid |
||||||||||||||||||||||||
Total Fees Offsets |
$ |
|||||||||||||||||||||||
Net Fee Due |
$ |
(1) | This registration fee table shall be deemed to update the “Calculation of Filing Fee Tables” in the registration statement on Form |
(2) | Represents (a) up to 9,911,884 shares of the Registrant’s common stock, par value $1.00 per share (“Common Stock”), issuable in exchange for 3.125% Exchangeable Senior Notes due 2029 of Welltower OP LLC, assuming a maximum exchange rate of 9.5767 shares of Common Stock per $1,000 principal amount of notes, and (b) up to 13,559,535 shares of Common Stock issuable in exchange for 2.750% Exchangeable Senior Notes due 2028 of Welltower OP LLC, assuming a maximum exchange rate of 13.1010 shares of Common Stock per $1,000 principal amount of notes. |
(3) | Pursuant to Rule 416 under the Securities Act, the shares of Common Stock offered hereby shall also be deemed to cover such additional shares as may hereafter be offered or issued with respect to the shares registered hereby resulting from stock splits, stock dividends, recapitalizations or similar capital adjustments. |
(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based upon the average of the high and low prices for the Common Stock reported on the New York Stock Exchange on March 21, 2025. |
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
Rules 457(b) and 0-11(a)(2) | ||||||||||||||||||||||
Fee Offset Claims |
||||||||||||||||||||||
Fee Offset Sources |
||||||||||||||||||||||
Claims |
$ |
$1.00 par value per share |
$ |
|||||||||||||||||||
Sources |
$ | |||||||||||||||||||||
Sources |
$ |
(1) | An aggregate of 23,471,419 shares of Common Stock were previously registered under the prospectus supplements filed by the Registrant on August 9, 2023 and October 8, 2024, each pursuant to the registration statement on Form S-3ASR (File No. 333-264093) filed on April 1, 2022, none of which have been sold. Pursuant to Rule 457(p) under the Securities Act, the filing fee due hereunder is offset by the amount of filing fees of $316,360.01 associated with such unsold shares. |