WELL insider filing: CFO adds shares, 492,745 LTIP & OSUs awarded

Rhea-AI Filing Summary

Welltower (WELL) reported insider activity by Co‑President and CFO Timothy McHugh. On 05/30/2025, he acquired 61 common shares via the Employee Stock Purchase Plan at $113.93. Following the transaction, he beneficially owned 23,845 shares directly and 26 indirectly by children.

On 10/30/2025, he was granted, without cash consideration, 492,745 LTIP Units in Welltower OP LLC and 492,745 Other Stock Units. Subject to award terms, resulting OP Units may be redeemed for Common Shares in equal quarterly installments from January 1, 2030 through December 31, 2035.

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^*

McHugh Timothy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2025

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
Common	05/30/2025		A(1)	V	61	A	$113.93(2)	23,845	D
Common Stock								26	I	By Children(3)

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	(4)	10/30/2025		A		492,745		(4)	(4)	Common	492,745	(4)	492,745	D
Other Stock Units	(5)	10/30/2025		A		492,745		(5)	(5)	Common	492,745	(5)	492,745	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of common shares, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was exempt under both Rule 16b-3(c) and Rule 16b-3(d).

2. In accordance with the ESPP these Common Shares were purchased based on 85% of the closing stock price on December 2, 2024, the first trading day of the offering period.

3. The reporting person disclaims beneficial ownership of the Common Shares owned by children who share the reporting person's household. This report should not be deemed an admission that the reporting person is the beneficial owner of such Common Shares for purposes of Section 16 for any other purpose.

4. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of 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 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"). Subject to the terms and conditions of the award agreement governing the LTIP Units, the resulting OP Units may be redeemed by the reporting person for Common Shares in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

5. Solely in order to reserve Common Shares to satisfy any redemption 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. 2022 Amended and Restated 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 redemption of OP Units for those Common Shares and in no other manner. Upon the redemption of OP Units for Common Shares, the reporting person will relinquish all rights to the redeemed OP Units. Any Other Stock Units that may be remaining after all OP Units have been redeemed will be immediately canceled for no consideration.

	Matthew McQueen, Attorney in Fact For: Timothy McHugh	10/31/2025
	** 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 transactions did WELL report on Form 4?

Timothy McHugh acquired 61 common shares via the ESPP at $113.93 on 05/30/2025, and received awards of 492,745 LTIP Units and 492,745 Other Stock Units on 10/30/2025.

How many WELL shares does Timothy McHugh beneficially own after the transaction?

He beneficially owns 23,845 shares directly and 26 shares indirectly by children.

What are the terms of the LTIP Units granted to WELL’s CFO?

The 492,745 LTIP Units, granted without cash consideration, can convert to OP Units and may be redeemed for Common Shares in equal quarterly installments from Jan 1, 2030 to Dec 31, 2035, subject to award terms.

What is the purpose of the Other Stock Units in the WELL Form 4?

The 492,745 Other Stock Units reserve Common Shares solely to satisfy redemptions of OP Units for Common Shares; any remaining units will be canceled for no consideration.

How was the ESPP purchase price determined for WELL shares?

Per the ESPP, the $113.93 price reflects 85% of the closing stock price on December 2, 2024, the first trading day of the offering period.

What exemptions apply to the WELL insider’s ESPP purchase?

The ESPP acquisition was exempt under Rule 16b-3(c) and Rule 16b-3(d).