WELL Form 4: 81 ESPP shares and 271,367 LTIP, OSU awards

Rhea-AI Filing Summary

Welltower (WELL) filed a Form 4 reporting insider activity by its Chief Legal Officer. On 05/30/2025, the officer acquired 81 shares of common stock under the Employee Stock Purchase Plan at $113.93 per share, bringing directly held shares to 27,351. The ESPP purchase price reflects 85% of the closing stock price on December 2, 2024.

The filing also reports equity awards granted without cash consideration: 271,367 LTIP Units in Welltower OP LLC and 271,367 Other Stock Units under the 2022 Plan. LTIP Units are intended to qualify as profits interests and may convert into OP Units subject to tax allocation conditions. The resulting OP Units may be redeemed for common shares in equal quarterly installments commencing on January 1, 2030 and ending on December 31, 2035. The Other Stock Units serve solely to reserve shares for any such future redemptions and are canceled to the extent OP Units are redeemed.

Insights

Governance & Insider Transactions Analyst

Routine ESPP buy; sizable LTIP/OSU awards with long-dated redemption.

The officer acquired 81 shares via the ESPP at $113.93, a typical, small purchase tied to plan terms (85% of the Dec 2, 2024 close). Direct holdings post-transaction are 27,351 shares.

More notably, the report lists 271,367 LTIP Units and 271,367 Other Stock Units granted without cash consideration. LTIP Units can convert into OP Units subject to tax allocation conditions, and OP Units may be redeemed for common shares in equal quarterly installments from Jan 1, 2030 through Dec 31, 2035. The Other Stock Units function as a share-reserve mechanism solely for such redemptions.

These awards indicate potential long-term share issuance mechanics under existing plans; actual impact depends on future conversions and redemptions under the stated schedule.

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^*

Mcqueen Matthew Grant

(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)
	Chief Legal Officer

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	81	A	$113.93(2)	27,351	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		271,367		(3)	(3)	Common	271,367	(3)	271,367	D
Other Stock Units	(4)	10/30/2025		A		271,367		(4)	(4)	Common	271,367	(4)	271,367	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 Coomon 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 redeption 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	10/31/2025
	** Signature of Reporting Person	Date
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