Welltower CEO gifts 3,852 shares, adds ESPP stock
Welltower Inc. CEO Shankh Mitra reported a mix of small equity transactions in company stock.
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Form Type
4
Rhea-AI Filing Summary
Welltower Inc. CEO Shankh Mitra reported a mix of small equity transactions in company stock. He made a bona fide gift of 3,852 Common Shares at no cost, leaving him with 72,642 Common Shares held directly. Separately, he acquired 17 Common Shares through the Welltower Inc. Employee Stock Purchase Plan, a transaction exempt under Rule 16b-3(c) and 16b-3(d), at a plan purchase price based on 85% of the closing price on December 1, 2025. The filing also notes 62 Common Shares held indirectly by his children, for which he disclaims beneficial ownership.
Insider Trade Summary
3,852 shares gifted
Gift
3 txns
Insider
Mitra Shankh
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock | 3,852 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 17 | $173.32 | $3K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 72,642 shares (Direct);
Common Stock — 62 shares (Indirect, By Children)
Footnotes (3)
- F1. 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).
- F2. In accordance with the ESPP these Common Shares were purchased at a price equal to 85% of the closing price of Common Shares on December 1, 2025, the first trading day of the offering period.
- F3. 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.
Key Figures
Gifted shares: 3,852 shares
Direct holdings after gift: 72,642 shares
ESPP acquisition: 17 shares
+3 more
6 metrics
Gifted shares
3,852 shares
Bona fide gift of Common Stock at $0.00 per share
Direct holdings after gift
72,642 shares
Common Shares held directly by CEO after gift transaction
ESPP acquisition
17 shares
Common Shares acquired via ESPP on May 31, 2026
ESPP reference price
85% of closing price
Purchase price set at 85% of December 1, 2025 closing price
Indirect holdings by children
62 shares
Common Shares held indirectly by children; beneficial ownership disclaimed
Price per ESPP share in filing
$173.32 per share
Reported transaction price for 17-share ESPP acquisition
Key Terms
bona fide gift, Employee Stock Purchase Plan, Rule 16b-3(c), Rule 16b-3(d), +2 more
6 terms
bona fide gift financial
"transaction_code_description": "Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Employee Stock Purchase Plan financial
"pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP")"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 16b-3(c) regulatory
"This transaction was exempt under both Rule 16b-3(c) and Rule 16b-3(d)."
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Rule 16b-3(d) regulatory
"This transaction was exempt under both Rule 16b-3(c) and Rule 16b-3(d)."
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
beneficial ownership regulatory
"The reporting person disclaims beneficial ownership of the Common Shares owned by children"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"beneficial owner of such Common Shares for purposes of Section 16 for any other purpose."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did WELL CEO Shankh Mitra report in this Form 4?
Shankh Mitra reported a bona fide gift of 3,852 Welltower (WELL) Common Shares and the acquisition of 17 shares through the company’s Employee Stock Purchase Plan. These are small, routine equity movements rather than large open-market trades.
What does the bona fide gift by WELL’s CEO involve in this filing?
The filing shows a bona fide gift of 3,852 Welltower (WELL) Common Shares at a stated price of $0.00 per share. This represents a transfer of shares without consideration, categorized as a gift disposition rather than a market sale.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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