Welltower Inc. (WELL) director reports LTIP and Other Stock Unit awards

Rhea-AI Filing Summary

Welltower Inc. director equity awards reported

A Welltower Inc. director reported receiving equity-based awards dated 12/31/2025. The filing shows an award of 49 LTIP Units in Welltower OP LLC, granted without cash consideration and intended to qualify as profits interests for U.S. federal income tax purposes. These LTIP Units are scheduled to vest on February 28, 2026, if the director continues in service on that date.

Once vested and after certain tax allocation conditions are met, the LTIP Units can be converted into OP Units, which may then be exchanged for Welltower common shares or the cash value of those shares. To reserve common shares for any future exchanges, the director also received 49 Other Stock Units under the company’s 2022 Long-Term Incentive Plan, which can be used only in connection with OP Unit exchanges and are canceled if unused.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gundlach Andrew

(Last) (First) (Middle)

4500 DORR STREET

(Street)

TOLEDO OH 43615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	12/31/2025		A		49		(1)	(1)	Common	49	(1)	49	D
Other Stock Unit	(2)	12/31/2025		A		49		(2)	(2)	Common	49	(2)	49	D

Explanation of Responses:

1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are scheduled to vest on February 28, 2026, subject to the reporting person's continued service on the vesting date. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

2. Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.

	Matthew McQueen Attorney-in-Fact For: Andrew Gundlach	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Welltower Inc. (WELL) report in this Form 4?

The filing reports that a Welltower Inc. director received equity-based awards on 12/31/2025, including LTIP Units in Welltower OP LLC and related Other Stock Units under the company’s long-term incentive plan.

How many LTIP Units were granted to the Welltower (WELL) director?

The director was granted 49 LTIP Units in Welltower OP LLC, a subsidiary of Welltower Inc., as an award granted without cash consideration.

When do the Welltower (WELL) LTIP Units vest?

The 49 LTIP Units are scheduled to vest on February 28, 2026, subject to the director’s continued service on the vesting date.

What can the Welltower (WELL) LTIP Units be converted into if they vest?

If the LTIP Units vest and certain tax-related capital account allocation conditions are satisfied, they are convertible into Class A Common Units (OP Units) of Welltower OP LLC, which may then be exchanged for Welltower common shares or the cash value of those shares.

What are the Other Stock Units mentioned in the Welltower (WELL) Form 4?

The filing states the director received 49 Other Stock Units under the Amended and Restated 2022 Long-Term Incentive Plan, solely to reserve common shares for any future exchanges of OP Units; they can only be used through OP Unit exchanges.

What happens to any unused Other Stock Units for Welltower (WELL)?

Any Other Stock Units remaining after all OP Units have been exchanged for common shares will be immediately canceled for no consideration, according to the disclosure.