Welltower (WELL) 424B7 Prospectus with selling stockholder info

0000766704424B7EX-FILING FEESCommon Stock, $1.00 par value per shareCommon Stock, $1.00 par value per share0 0000766704 2024-10-08 2024-10-08 0000766704 2 2024-10-08 2024-10-08 0000766704 1 2024-10-08 2024-10-08 iso4217:USD xbrli:pure xbrli:shares

Exhibit 107

Ex-Filing

Fees

Calculation of Filing Fee Tables

424(b)(7)

(Form Type)

WELLTOWER INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

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

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

Fees to be  Paid

Equity

Common Stock, $1.00 par value per share

457(c) and 457(r) (1)

9,911,884 (2)

$127.05 (3)

$1,259,304,862.20

0.00015310

$192,799.58 (3)

Fees Previously Paid

Equity

Common Stock, $1.00 par value per share

457(c) and 457(r) (1)

13,559,535 (4)

$82.69 (5)

$1,121,237,949.15

$123,560.43 (5)

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$2,380,542,811.35

$316,360.01

Total Fees Previously Paid

$1,259,304,862.20

$123,560.43

Total Fees Offsets

Net Fee Due

$192,799.58

(1) This registration fee table shall be deemed to update the “Calculation of Registration Fee” in the Registrant’s Registration Statement on Form S-3ASR (File No. 333-264093) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents up to 9,911,884 shares of Welltower Inc.’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.

(3) 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 October [2], 2024.

(4) Represents 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.

(5) 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 August 3, 2023, in connection with the initial registration of these shares of Common Stock on August 9, 2023.