Director Andrew Gundlach awarded LTIP and stock units at Welltower (NYSE: WELL)

Rhea-AI Filing Summary

Welltower Inc. director Andrew Gundlach received equity-based awards linked to the company’s operating partnership and common stock. He was granted 1,787 LTIP Units in Welltower OP LLC without cash consideration, which are structured as profits interests and vest on February 26, 2027, subject to continued service.

Once vested and after certain tax-related capital account conditions are met, these LTIP Units can convert into Class A Common Units in Welltower OP, which may then be exchanged for Welltower common shares or equivalent cash. To reserve shares for any such future exchanges, Gundlach also received 1,787 Other Stock Units under the 2022 Long-Term Incentive Plan, which can only result in common shares if OP Units are exchanged and are canceled if unused.

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^*

Gundlach Andrew

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		1,787		(1)	(1)	Common	1,787	(1)	1,787	D
Other Stock Unit	(2)	02/26/2026		A		1,787		(2)	(2)	Common	1,787	(2)	1,787	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 scheduled to vest on February 26, 2027, subject to the reporting person's continued service on the vesting date. The LTIP Units, if and as they become vested, 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"). The resulting 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. 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 an award of Other Stock Units under the Amended and Restated Welltower Inc. 2022 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 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.

	Matthew McQueen Attorney-in-Fact For: Andrew Gundlach	02/27/2026
	** 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 did Welltower (WELL) director Andrew Gundlach report on this Form 4?

Andrew Gundlach reported the acquisition of equity-linked awards in Welltower’s operating partnership. He received 1,787 LTIP Units and 1,787 Other Stock Units granted without cash consideration, tied to future vesting, conversion, and potential exchange into Welltower common shares or cash.

How many LTIP Units did Andrew Gundlach receive from Welltower (WELL)?

Andrew Gundlach received 1,787 LTIP Units in Welltower OP LLC. These LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes and are scheduled to vest on February 26, 2027, assuming he continues to serve through the vesting date.

When do Andrew Gundlach’s LTIP Units in Welltower (WELL) vest?

The LTIP Units are scheduled to vest on February 26, 2027. Vesting is contingent on Gundlach’s continued service through that date. After vesting and satisfaction of tax-related capital account conditions, the LTIP Units may convert into Class A Common Units in Welltower OP.

What are the Other Stock Units Andrew Gundlach received from Welltower (WELL)?

The Other Stock Units reserve Welltower common shares for possible future exchanges of OP Units. Gundlach can acquire common shares only by exchanging OP Units under the 2022 Long-Term Incentive Plan; any remaining Other Stock Units after all OP Units are exchanged are canceled for no consideration.

Can Andrew Gundlach directly exercise the Other Stock Units in Welltower (WELL)?

No, the Other Stock Units can only be used through OP Unit exchanges. The award allows him to acquire Welltower common shares solely upon exchanging OP Units; he has no other exercise path, and unused Other Stock Units are canceled with no payment.

How can Andrew Gundlach’s LTIP Units in Welltower (WELL) ultimately become common shares?

Vested LTIP Units may convert into OP Units, then be exchanged for common shares. After vesting and satisfying capital account conditions, LTIP Units can become OP Units, which Gundlach may exchange for Welltower common stock or equivalent cash, as determined by the company.