Welltower (WELL) CFO reports 53-share purchase via Employee Stock Purchase Plan

Rhea-AI Filing Summary

Welltower Inc. reported an insider share purchase by its Co‑President and CFO, Timothy McHugh. On 11/28/2025, he acquired 53 shares of Welltower common stock under the company’s Employee Stock Purchase Plan at a price of $131.94 per share. The filing notes this transaction is exempt under Rules 16b‑3(c) and 16b‑3(d), which cover certain employee benefit and issuer‑approved transactions.

Following this purchase, McHugh beneficially owns 23,898 common shares directly. The filing also reports 26 additional shares held indirectly by his children, for which he disclaims beneficial ownership, indicating these are reported for transparency but should not be viewed as his ownership for other Section 16 purposes.

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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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)
11/28/2025

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	11/28/2025		A(1)	V	53	A	$131.94(2)	23,898	D
Common Stock								26	I	By Children(3)

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

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 June 2, 2025, the first trading day of the offering period.

3. 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.

	Matthew McQueen, Attorney in Fact For: Timothy McHugh	12/02/2025
	** 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).
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FAQ

What insider transaction did Welltower Inc. (WELL) disclose in this Form 4?

The filing reports that Co‑President and CFO Timothy McHugh acquired 53 shares of Welltower Inc. common stock on 11/28/2025 through the company’s Employee Stock Purchase Plan.

What price did the Welltower (WELL) insider pay for the acquired shares?

The 53 common shares were purchased at a price of $131.94 per share in accordance with the terms of Welltower’s Employee Stock Purchase Plan.

How many Welltower (WELL) shares does the reporting person own after this transaction?

After the reported transaction, Timothy McHugh beneficially owns 23,898 shares of Welltower common stock directly and 26 shares indirectly through his children, for which he disclaims beneficial ownership.

Was the Welltower (WELL) insider share purchase under a company plan?

Yes. The filing states the shares were acquired under the Welltower Inc. Employee Stock Purchase Plan, with the purchase price based on 85% of the closing stock price on June 2, 2025, the first trading day of the offering period.

How is this Welltower (WELL) insider transaction treated under SEC rules?

The acquisition of shares is described as exempt under Rule 16b‑3(c) and Rule 16b‑3(d), which generally cover certain issuer‑approved and employee benefit plan transactions.