Exhibit 1.1
WELLTOWER INC.
$3,500,000,000
Shares of Common
Stock
(par value $1.00 per share)
EQUITY DISTRIBUTION AGREEMENT
February 15, 2024
To the Forward
Purchasers, Forward Sellers and Sales Agents listed on Annex I
Ladies and Gentlemen:
This Equity Distribution Agreement (this Agreement), dated February 15, 2024, is by and among Welltower Inc., a Delaware corporation
(the Company), and Welltower OP LLC, a Delaware limited liability company (the Operating Company), on the one hand, and Bank of America, N.A., Bank of Montreal, The Bank of New York Mellon, Barclays Bank PLC,
BNP Paribas, Citibank, N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc
Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion
Bank, Truist Bank, and Wells Fargo Bank, National Association, each in its capacity as purchaser under any Forward Contract (as defined herein) (each, a Forward Purchaser and collectively, the Forward
Purchasers), and BofA Securities, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BOK Financial Securities, Inc., Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets
Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop
Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., Synovus
Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, each in its capacity as agent for the Company in connection with the offer and sale of any Issuance Shares (as defined herein) hereunder
(each, a Sales Agent and collectively, the Sales Agents) and (except in the case of BOK Financial Securities, Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., Loop Capital Markets LLC and
Synovus Securities, Inc.) each in its capacity as agent for the related Forward Purchaser in connection with the offer and sale of any Forward Hedge Shares (as defined herein) hereunder (each, a Forward Seller and collectively,
the Forward Sellers).
SECTION 1. Description of Securities
(a) Each of the Company and the Operating Company agrees that shares of common stock, par value $1.00 per share, of the Company
(the Common Stock) with an aggregate Sales Price (as defined herein) of up to $3,500,000,000 (the Maximum Amount) may be offered and sold in the manner contemplated by this Agreement and upon the terms and
subject to the conditions contained herein.
(b) Each Sales Agent has been appointed by the Company as its agent to sell
the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein.