WELL insider: ESPP buy and 549,874 long‑dated LTIP units disclosed

Rhea-AI Filing Summary

Welltower (WELL) insider activity: Co‑President and CIO Nikhil Chaudhri acquired 150 Common Shares on 05/30/2025 through the company’s Employee Stock Purchase Plan. The purchase price was $113.93, reflecting 85% of the 12/02/2024 closing price under the plan’s terms. Following this transaction, direct beneficial ownership stood at 418 shares.

He was also granted 549,874 LTIP Units in Welltower OP LLC, which are intended as profits interests and may convert into OP Units, then be redeemable for Common Shares in equal quarterly installments from 01/01/2030 to 12/31/2035, subject to award conditions. To reserve shares solely for any such redemptions, he received 549,874 Other Stock Units under the 2022 Plan; these can deliver Common Shares only upon OP Unit redemption, with any remainder canceled for no consideration.

Insights

Governance & Compensation Analyst

Routine Form 4: small ESPP buy; long-dated LTIP grant.

Nikhil Chaudhri reported buying 150 Common Shares via the ESPP at $113.93, bringing direct holdings to 418 shares. The filing also lists 549,874 LTIP Units, designed as profits interests in Welltower OP LLC, potentially convertible and redeemable for Common Shares in scheduled quarterly installments between 2030 and 2035, subject to conditions.

The paired 549,874 Other Stock Units serve solely to reserve shares for any future OP Unit redemptions and cannot be used otherwise; any unused balance will be canceled. Actual share issuance depends on future conversion and redemption, award terms, and tax allocation thresholds.

Near-term impact appears limited given the long redemption window and conditional mechanics. The disclosed ESPP purchase is modest; dilution, if any, would unfold over time through redemptions.

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

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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^*

Chaudhri Nikhil

(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 CIO

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 Stock	05/30/2025		A(1)	V	150	A	$113.93(2)	418	D

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	(3)	10/30/2025		A		549,874		(3)	(3)	Common	549,874	(3)	549,874	D
Other Stock Units	(4)	10/30/2025		A		549,874		(4)	(4)	Common	549,874	(4)	549,874	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. 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.

4. 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: Nikhil Chaudhri	10/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did WELL’s Co‑President and CIO report in this Form 4?

He acquired 150 Common Shares via the ESPP at $113.93 and reported grants of 549,874 LTIP Units and 549,874 Other Stock Units tied to potential future redemptions.

How many WELL shares does the reporting person hold after the transaction?

Direct beneficial ownership was 418 Common Shares following the ESPP purchase.

What are the terms of the LTIP Units reported by WELL’s insider?

The 549,874 LTIP Units are profits interests that may convert into OP Units and be redeemable for Common Shares in equal quarterly installments from 01/01/2030 to 12/31/2035, subject to conditions.

What is the purpose of the 549,874 Other Stock Units in WELL’s filing?

They reserve Common Shares solely to satisfy any future OP Unit redemptions; they are not exercisable independently and any remainder will be canceled for no consideration.

What price was used for the ESPP purchase in WELL’s Form 4?

Under the ESPP, shares were purchased at 85% of the 12/02/2024 closing price, resulting in $113.93 per share.

What is the transaction date for the WELL ESPP purchase?

The ESPP purchase occurred on 05/30/2025.