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Welltower CFO gifts 2,150 units to charitable fund

The gifted OP Units are currently exchangeable one-for-one for Welltower common shares or equivalent cash value, as determined by Welltower.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Welltower Inc. (WELL) reported that its Co-President and CFO, Timothy McHugh, acquired 11 common shares through the Employee Stock Purchase Plan on May 29, 2026, at $173.32 per share. The purchase price equaled 85% of the Common Shares’ closing price on December 1, 2025, the first trading day of the offering period. His reported direct common-stock position after the acquisition was 23,409 shares.

On September 29, 2026, McHugh gave 2,150 OP Units to a donor-advised fund for charitable purposes, leaving 884,647 OP Units. The same number of Other Stock Units was immediately cancelled for no consideration. Another 26 common shares were listed as held by his children; McHugh disclaimed beneficial ownership of those shares.

Insider McHugh Timothy
Role Co-President and CFO
Type Security Shares Price Value
Gift OP Units F4, F5, F6 2,150 $0.00 $0.00
Grant/Award Common Stock F1, F2 11 $173.32 $2K
holding Common Stock F3 -- -- --
Holdings After Transaction: OP Units — 884,647 contracts (Direct); Common Stock — 23,409 shares (Direct); Common Stock — 26 shares (Indirect, By Children)
Footnotes (6)
  1. F1. 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. F2. In accordance with the ESPP these Common Shares were purchased at a price equal to 85% of the closing price of Common Shares on December 1, 2025, the first trading day of the offering period.
  3. F3. 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 or for any other purpose.
  4. F4. Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date.
  5. F5. Represents a bona fide gift of OP Units to a donor-advised fund (DAF) for charitable purposes.
  6. F6. In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms.
Common shares acquired 11 shares Employee Stock Purchase Plan acquisition on May 29, 2026
Price per share $173.32 per share Employee Stock Purchase Plan acquisition on May 29, 2026
Plan purchase-price percentage 85% Of the Common Shares’ closing price on December 1, 2025
Direct common shares after acquisition 23,409 shares Reported following the May 29, 2026 acquisition
OP Units gifted 2,150 OP Units Gift to a donor-advised fund on September 29, 2026
OP Units after gift 884,647 OP Units Reported following the September 29, 2026 gift
Common shares held by children 26 shares Indirect holdings reported on May 29, 2026; McHugh disclaimed beneficial ownership
Employee Stock Purchase Plan financial
"pursuant to the Welltower Inc. Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
OP Units financial
"Represents Class A Common Units"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
LTIP Units financial
"membership interests in Welltower OP designated as LTIP Units"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
donor-advised fund financial
"gift of OP Units to a donor-advised fund"
A donor-advised fund is a charitable giving account that lets an individual or family deposit cash, stock, or other assets now, get an immediate tax benefit, and then recommend grants to charities over time. Think of it like a private charitable bucket you control without running a charity yourself; investors care because it’s a tax-efficient way to give appreciated securities, can change when and how donated shares enter the market, and affects personal and corporate tax planning.
Other Stock Units financial
"same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WELL shares did Timothy McHugh acquire, and at what price?

Timothy McHugh acquired 11 common shares through the Employee Stock Purchase Plan on May 29, 2026, at $173.32 per share. The purchase price equaled 85% of the Common Shares’ closing price on December 1, 2025, the first trading day of the offering period.

How many OP Units did Timothy McHugh give to charity?

McHugh gave 2,150 OP Units to a donor-advised fund for charitable purposes on September 29, 2026. Following the gift, his reported OP Unit position was 884,647.

How can Welltower OP Units be exchanged?

The OP Units are currently exchangeable one-for-one for Welltower Common Shares or for the equivalent cash value, as determined by Welltower. They have no expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
McHugh Timothy

(Last)(First)(Middle)
4500 DORR STREET

(Street)
TOLEDO OHIO 43615

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-President and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026A(1)11A$173.32(2)23,409D
Common Stock26IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
OP Units(4)09/29/202609/29/2026G2,150(5) (4)(6) (4)(6)Common2,150$0884,647D
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 at a price equal to 85% of the closing price of Common Shares on December 1, 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 or for any other purpose.
4. Represents Class A Common Units ("OP Units") of Welltower OP LLC ("Welltower OP"), a subsidiary of the Issuer. The OP Units were received on the conversion of membership interests in Welltower OP designated as LTIP Units ("LTIP Units"). Those LTIP Units were originally granted to the reporting person without cash consideration on February 16, 2021. The LTIP Units converted into OP Units once they had both vested and satisfied the minimum allocations to their capital accounts for federal income tax purposes. OP Units may be exchanged on a one-for-one basis for Common Shares of the Issuer, or for the equivalent cash value of Common Shares, as determined by the Issuer. The OP Units are currently exchangeable and have no expiration date.
5. Represents a bona fide gift of OP Units to a donor-advised fund (DAF) for charitable purposes.
6. In connection with the gift, the same number of Other Stock Units issued under the Welltower Inc. 2022 Amended and Restated Long-Term Incentive Plan, which were issued when the LTIP Units that converted into the gifted OP Units were issued, were immediately cancelled for no consideration in accordance with their terms.
Matthew McQueen, Attorney in Fact For: Timothy McHugh09/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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