8-KOther Events

WELLTOWER INC. 8-K Report, Corporate Update (Oct 22, 2004)

Filed October 22, 2004For Securities:WELL

Summary

This 8-K filing from Welltower Inc. (filed as Health Care REIT, Inc. at the time) on October 22, 2004, provides an update on its insider trading policy and specific transactions. The company's Board of Directors previously adopted a resolution allowing insiders to sell securities through pre-arranged trading plans under SEC Rule 10b5-1, which provides an affirmative defense against insider trading allegations by establishing trades when the insider is not in possession of material non-public information. The most significant disclosure in this filing is that George L. Chapman, the Chairman and CEO, has entered into a new Rule 10b5-1 trading plan. This plan authorizes the exercise of stock options and the sale of up to 132,398 shares of the Company's common stock between October 22, 2004, and May 14, 2005. The monthly sales under this plan are projected to range from 12,000 to 35,000 shares.

Key Highlights

  • 1Health Care REIT, Inc. (now Welltower Inc.) is providing an update regarding its insider trading policy.
  • 2The company has implemented a policy allowing insiders to sell securities via pre-arranged Rule 10b5-1 trading plans.
  • 3Chairman and CEO George L. Chapman has entered into a new Rule 10b5-1 trading plan.
  • 4Mr. Chapman's plan allows for the exercise of options and sale of up to 132,398 shares of common stock.
  • 5The trading window for Mr. Chapman's plan extends from October 22, 2004, to May 14, 2005.
  • 6Monthly sales under Mr. Chapman's plan are expected to be between 12,000 and 35,000 shares.
  • 7Details of actual sales will be reported on Form 4 filings.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about a new insider trading plan established by the company's Chairman and CEO, George L. Chapman, under SEC Rule 10b5-1, and to reiterate the company's policy on insider trading plans.

The company is allowing insiders to sell stock through Rule 10b5-1 plans as an affirmative defense against potential insider trading accusations. These plans ensure that sales are executed at a time when the insider is not aware of material non-public information, providing a structured and compliant method for diversification or liquidity.

Mr. Chapman plans to exercise options and sell up to a total of 132,398 shares of the company's common stock. This plan is in effect from October 22, 2004, to May 14, 2005.

Investors will be able to track the actual details of Mr. Chapman's stock sales by monitoring his Form 4 filings with the SEC, as required by regulations.