EX-FILING FEES 5 d343991dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

Welltower Inc.

Table 1 – Newly Registered Securities

 

Security Type   Security Class Title
(1)
  Fee
Calculation
Rule
  Amount
Registered
(2)
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
Equity   Common Stock, par
value $1.00 per share
                       
    To be issued
pursuant to future
awards under the
Welltower Inc. 2022
Long-Term Incentive
Plan (the “2022
Plan”)
  457(c);
457(h)
  5,537,970   $95.65(3)   $529,706,831(3)   $92.70 per
$1,000,000
  $49,103.83
    To be issued
pursuant to assumed
outstanding options
originally granted
under the Welltower
Inc. 2016 Long-Term
Incentive Plan
(“2016 Plan”)
  457(c);
457(h)
  1,400,079   $79.01(4)   $110,620,242
(4)
  $92.70 per
$1,000,000
  $10,254.50
    To be issued
pursuant to assumed
outstanding restricted
stock units originally
granted under the
2016 Plan
  457(c);
457(h)
  3,061,951   $95.65
(3)
  $292,875,613
(3)
  $92.70 per
$1,000,000
  $27,149.57
    To be issued
pursuant to future
awards under the
Welltower Inc. 2022
Employee Stock
Purchase Plan
  457(c);
457(h)
  873,567   $81.30
(5)
  $71,020,997 (5)   $92.70 per
$1,000,000
  $6,583.65
    To be issued
pursuant to assumed
outstanding purchase
rights originally
granted under the
Welltower Inc.
Employee Stock
Purchase Plan
  457(c);
457(h)
  22,010   $68.60
(6)
  $1,509,886(6)   $92.70 per
$1,000,000
  $139.97
Total Offering Amounts   10,873,567       $1,005,733,569       $93,231.52
Total Fee Offsets (7)               $5,985.87
Net Fee Due               $87,245.65


(1)    In addition to the number of shares of the common stock, par value $1.00 per share (the “Common Stock”), of Welltower Inc. (the “Company” or “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to the compensatory stock plans listed above.

(2)    Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional securities that may from time to time be offered or issued in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.

(3)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the New York Stock Exchange (“NYSE”) on March 25, 2022.

(4)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the exercise price of the options.

(5)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the NYSE on March 25, 2022, such discount representing the maximum permissible discount offered pursuant to such plan.

(6)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the NYSE on December 1, 2021, the date of grant of such outstanding purchase rights, such discount representing the maximum permissible discount offered pursuant to such plan.

(7)     Offset from post-effective amendment filed on April 1, 2022, Registration Number 333-225006, to the registration statement on Form S-8 originally filed on May 17, 2018 deregistering 873,576 shares of the common stock of Welltower, Inc.