WELL Form 4: CEO awarded 2,485,146 LTIP and stock units

Rhea-AI Filing Summary

Welltower Inc. (WELL) reported insider activity by CEO and director Shankh Mitra. On 10/30/2025, he was granted 2,485,146 LTIP Units in Welltower OP LLC, intended to qualify as profits interests and convertible into OP Units upon tax-based allocation conditions. The resulting OP Units may be redeemed for Welltower common shares in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

He also received 2,485,146 Other Stock Units under the 2022 Long-Term Incentive Plan, solely to reserve common shares for any future OP Unit redemptions. These Other Stock Units can be used only through OP Unit redemptions, and any remaining units after all OP Units are redeemed will be canceled for no consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitra Shankh

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	2,485,146	$0.00	--
Grant/Award	Other Stock Units	2,485,146	$0.00	--

Holdings After Transaction: LTIP Units — 2,485,146 shares (Direct); Other Stock Units — 2,485,146 shares (Direct)

Footnotes (1)

1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (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 shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer, in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035. 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Mitra Shankh

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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

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)	10/30/2025		A		2,485,146		(1)	(1)	Common	2,485,146	(1)	2,485,146	D
Other Stock Units	(2)	10/30/2025		A		2,485,146		(2)	(2)	Common	2,485,146	(2)	2,485,146	D

Explanation of Responses:

1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (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 shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer, in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

2. 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: Shankh Mitra	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).
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.

FAQ

What did Welltower (WELL) disclose in this Form 4?

The CEO and director, Shankh Mitra, received 2,485,146 LTIP Units and 2,485,146 Other Stock Units tied to potential future redemptions for common shares.

How many LTIP Units were awarded to the WELL CEO?

He was awarded 2,485,146 LTIP Units, intended to qualify as profits interests and convertible into OP Units upon meeting tax allocation conditions.

What are the Other Stock Units mentioned for WELL?

The 2,485,146 Other Stock Units under the 2022 Plan solely reserve common shares for redemptions of OP Units and cannot be used otherwise.

When can LTIP-related OP Units be redeemed for WELL common shares?

They may be redeemed in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035.

What happens to remaining Other Stock Units after all OP Units are redeemed?

Any remaining Other Stock Units will be immediately canceled for no consideration.

Who is the reporting person in this WELL filing?

Shankh Mitra, who is both a CEO and a director of Welltower Inc.

What is the transaction date in the WELL Form 4?

The earliest transaction date reported is 10/30/2025.