Welltower (NYSE: WELL) CFO awarded LTIP and Other Stock Units

Rhea-AI Filing Summary

Welltower Inc. executive Timothy McHugh, Co-President and CFO, reported the vesting and conversion of equity awards tied to the company’s operating partnership. On February 13, 2026, 75,264 LTIP Units and 131,332 LTIP Units vested and were automatically converted into the same numbers of OP Units, with no cash paid. These LTIP Units were originally granted without cash consideration in 2022 and 2023. McHugh also received 206,596 Other Stock Units under the 2022 Long-Term Incentive Plan to reserve common shares for any future exchange of OP Units; they can only result in common shares through such exchanges, and any remaining Other Stock Units after all OP Units are exchanged will be canceled for no consideration.

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)
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)
			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)	02/13/2026		A	V	75,264		(1)	(1)	Common	75,264(2)	(2)	75,264	D
LTIP Units	(3)	02/13/2026		A	V	131,332		(3)	(3)	Common	131,332(4)	(4)	131,332	D
Other Stock Units	(5)	02/13/2026		A	V	206,596		(5)	(5)	Common	206,596(5)	(5)	206,596	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 75,264 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 131,332 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. 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: Timothy G. McHugh	02/18/2026
	** 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 insider transaction did WELL Co-President and CFO Timothy McHugh report?

Timothy McHugh reported equity award vestings and related unit issuances, not open-market trades. On February 13, 2026, LTIP Units vested and converted into OP Units, and he received Other Stock Units linked to potential future exchanges into Welltower common shares under the 2022 Long-Term Incentive Plan.

How many LTIP Units vested for WELL executive Timothy McHugh?

Two LTIP Unit awards vested for Timothy McHugh. One tranche of 75,264 LTIP Units and another of 131,332 LTIP Units vested on February 13, 2026, and each tranche automatically converted into an equal number of OP Units in Welltower OP LLC, with no cash changing hands.

What are the Other Stock Units reported by WELL’s Timothy McHugh?

The 206,596 Other Stock Units reserve Welltower common shares for possible future exchanges of OP Units. They were deemed vested when the LTIP Units vested and can only deliver common shares through OP Unit exchanges; any remaining units after all OP Units are exchanged are canceled without consideration.

Did Timothy McHugh pay cash for the reported WELL equity transactions?

No cash was paid in these transactions. The LTIP Units were originally granted without cash consideration, and their vesting, conversion into OP Units, and the issuance and potential cancellation of Other Stock Units occurred with no amounts payable by McHugh, according to the disclosure footnotes.

How could these LTIP and Other Stock Units affect McHugh’s exposure to WELL?

These units increase Timothy McHugh’s potential economic exposure to Welltower. Vested LTIP Units converted into OP Units that may later be exchanged for common shares or cash, while the Other Stock Units specifically support those exchanges, aligning his incentives more closely with the company’s long-term performance.

What plan governs the Other Stock Units granted to WELL’s Timothy McHugh?

The Other Stock Units were granted under the Welltower Inc. 2022 Long-Term Incentive Plan. They exist solely to facilitate exchanges of OP Units into Welltower common shares, vest automatically with related LTIP Units, and are canceled for no value if left unused after all OP Units are exchanged.