Welltower (NYSE: WELL) executive receives LTIP and Other Stock Units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Welltower Inc. Co-President and CIO Nikhil Chaudhri reported equity award vestings and related unit activity. On February 13, 2026, he acquired 21,508, 65,666, and 20,614 LTIP Units through vesting, each block automatically converting into an equal number of OP Units with no cash paid.

He also acquired 107,788 Other Stock Units, which are tied to exchanges of OP Units for common shares under Welltower’s 2022 Long-Term Incentive Plan. Any Other Stock Units remaining after all OP Units are exchanged will be canceled for no consideration.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Chaudhri Nikhil

Role Co-President and CIO

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	21,508	$0.00	--
Grant/Award	LTIP Units	65,666	$0.00	--
Grant/Award	LTIP Units	20,614	$0.00	--
Grant/Award	Other Stock Units	107,788	$0.00	--

Holdings After Transaction: LTIP Units — 21,508 shares (Direct); Other Stock Units — 107,788 shares (Direct)

Footnotes (1)

This award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), was originally granted without cash consideration to the reporting person on February 23, 2023. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP (an "OP Unit"), are convertible into OP Units, which 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. The reported transaction was a vesting of 21,508 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units. These LTIP Units were originally granted without cash consideration to the reporting person on January 17, 2022 in the form of performance-based restricted stock units ("PSUs") of the Issuer. On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. The reported transaction was a vesting of 65,666 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units. These LTIP Units were originally granted without cash consideration to the reporting person on April 8, 2024. The reported transaction was a vesting of 20,614 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units. 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 awards of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") that were deemed vested upon the vesting of the LTIP Units described above. The awards of Other Stock Units provide 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:47 PM

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Chaudhri Nikhil

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

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 CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽¹⁾	02/13/2026		A	V	21,508		⁽¹⁾	⁽¹⁾	Common	21,508⁽²⁾	⁽²⁾	21,508	D
LTIP Units	⁽³⁾	02/13/2026		A	V	65,666		⁽³⁾	⁽³⁾	Common	65,666⁽⁴⁾	⁽⁴⁾	65,666	D
LTIP Units	⁽⁵⁾	02/13/2026		A	V	20,614		⁽⁵⁾	⁽⁵⁾	Common	20,614⁽⁶⁾	⁽⁶⁾	20,614	D
Other Stock Units	⁽⁷⁾	02/13/2026		A	V	107,788		⁽⁷⁾	⁽⁷⁾	Common	107,788⁽⁷⁾	⁽⁷⁾	107,788	D

Explanation of Responses:

1. This award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), was originally granted without cash consideration to the reporting person on February 23, 2023. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP (an "OP Unit"), are convertible into OP Units, which 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. The reported transaction was a vesting of 21,508 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

3. These LTIP Units were originally granted without cash consideration to the reporting person on January 17, 2022 in the form of performance-based restricted stock units ("PSUs") of the Issuer. On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units.

4. The reported transaction was a vesting of 65,666 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

5. These LTIP Units were originally granted without cash consideration to the reporting person on April 8, 2024.

6. The reported transaction was a vesting of 20,614 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

7. 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 awards of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") that were deemed vested upon the vesting of the LTIP Units described above. The awards of Other Stock Units provide 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.

	By: Matthew G. McQueen, Attorney-in-Fact For: Nikhil Chaudhri	02/18/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WELL Co-President and CIO Nikhil Chaudhri report?

Nikhil Chaudhri reported the vesting and acquisition of LTIP Units and Other Stock Units on February 13, 2026. The LTIP Units vested and converted into OP Units, and related Other Stock Units were awarded under Welltower’s 2022 Long-Term Incentive Plan.

How many LTIP Units did Nikhil Chaudhri acquire in the latest WELL Form 4?

He acquired three vesting blocks of LTIP Units: 21,508, 65,666, and 20,614 units on February 13, 2026. Each group of LTIP Units automatically converted into the same number of OP Units, with no cash amount payable in connection with these vestings or conversions.

What are LTIP Units and how do they relate to OP Units and Welltower common shares?

LTIP Units are membership interests in Welltower OP LLC intended as profits interests. Once vested and meeting capital account conditions, they become convertible into OP Units. Those OP Units may then be exchanged for Welltower common shares or equivalent cash value, as determined by the company.

What are the Other Stock Units reported in the WELL Form 4 filing?

The filing shows an award of 107,788 Other Stock Units under the 2022 Long-Term Incentive Plan. These units only allow acquisition of common shares through exchanging OP Units. Any Other Stock Units left after all OP Units are exchanged will be canceled for no consideration.

Did Nikhil Chaudhri pay cash for the LTIP Unit vesting and conversions?

No cash was paid for these equity events. The footnotes state that no amount was payable for the vesting of LTIP Units, the vesting of Other Stock Units, or the automatic conversion of vested LTIP Units into OP Units on February 13, 2026.

Were the LTIP Units originally granted to Nikhil Chaudhri before this WELL Form 4 date?

Yes. Footnotes explain that LTIP Units were originally granted without cash consideration on several prior dates, including January 17, 2022, February 23, 2023, and April 8, 2024. The February 13, 2026 transactions reflect vesting and automatic conversion, not new cash-based purchases.