Welltower CEO awarded LTIP and stock units

Welltower Inc. director and CEO Shankh Mitra reported equity awards tied to long‑term incentive plans.

Rhea-AI Filing Summary

Welltower Inc. director and CEO Shankh Mitra reported equity awards tied to long‑term incentive plans. On February 13, 2026, 193,535 LTIP Units and 276,735 LTIP Units vested and were automatically converted into the same number of OP Units in Welltower OP LLC, with no cash paid for vesting or conversion.

To reserve common shares for any future exchanges of these OP Units, Mitra also received 470,270 Other Stock Units under the 2022 Long-Term Incentive Plan, deemed vested upon the LTIP vesting. These Other Stock Units can only deliver Welltower common shares through exchange of OP Units, and any unused units will be canceled for no consideration.

Insider Trade Summary

Grant/Award: 940,540 shares

Grant/Award 3 txns

Insider Mitra Shankh

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	193,535	$0.00	$0.00
Grant/Award	LTIP Units	276,735	$0.00	$0.00
Grant/Award	Other Stock Units	470,270	$0.00	$0.00

Holdings After Transaction: LTIP Units — 470,270 contracts (Direct); Other Stock Units — 470,270 contracts (Direct)

Footnotes (5)

1. F1. This award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), was originally granted without cash consideration to the reporting person on February 23, 2023. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP (an "OP Unit"), are convertible into OP Units, which 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. F2. The reported transaction was a vesting of 193,535 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.
3. F3. These LTIP Units were originally granted without cash consideration to the reporting person on January 17, 2022 in the form of performance-based restricted stock units ("PSUs") of the Issuer. On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units.
4. F4. The reported transaction was a vesting of 276,735 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.
5. F5. 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 awards of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") that were deemed vested upon the vesting of the LTIP Units described above. The awards of Other Stock Units provide 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.

FAQ

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

What did WELL CEO Shankh Mitra report in this Form 4 filing?

Shankh Mitra reported vesting-related acquisitions of LTIP Units and Other Stock Units. These awards reflect long-term incentive compensation, not open-market purchases, and are tied to OP Units that may later be exchanged for Welltower common shares or equivalent cash value.

How many LTIP Units vested for WELL CEO Shankh Mitra on February 13, 2026?

Two LTIP Unit tranches vested: 193,535 units and 276,735 units. Each tranche was automatically converted into an equal number of OP Units in Welltower OP LLC, with no cash consideration required for the vesting or the conversions into OP Units.

What are the 470,270 Other Stock Units reported by WELL CEO Shankh Mitra?

The 470,270 Other Stock Units were granted under Welltower’s 2022 Long-Term Incentive Plan solely to reserve common shares for future OP Unit exchanges. They are deemed vested and only deliver shares through OP Unit exchange; any remaining units after exchanges are canceled without payment.

Did Shankh Mitra buy WELL shares on the open market in this Form 4?

No, the transactions are equity awards and vesting events, not open-market purchases. LTIP Units converted into OP Units, and Other Stock Units reserve potential future common shares, all without cash consideration for vesting, conversion, or the related stock unit awards.

How were the LTIP Units originally granted to WELL CEO Shankh Mitra?

One LTIP award was originally granted on February 23, 2023 without cash consideration as LTIP Units. Another began as performance-based restricted stock units granted January 17, 2022, which Mitra elected to convert into LTIP Units on January 3, 2023 before the reported vesting.

Can the reported LTIP Units and OP Units become WELL common shares?

Yes, once LTIP Units are vested and have a capital account equal to a Class A OP Unit, they convert into OP Units. These OP Units may then be exchanged for Welltower common shares or equivalent cash value, as determined by the company, according to the disclosure.

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

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Accepted by SEC EDGAR 02/18/2026 - 04:52 PM Learn about SEC filing dates

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)
02/13/2026

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)	02/13/2026		A	V	193,535		(1)	(1)	Common	193,535(2)	(2)	193,535	D
LTIP Units	(3)	02/13/2026		A	V	276,735		(3)	(3)	Common	276,735(4)	(4)	276,735	D
Other Stock Units	(5)	02/13/2026		A	V	470,270		(5)	(5)	Common	470,270(5)	(5)	470,270	D

Explanation of Responses:

1. This award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), was originally granted without cash consideration to the reporting person on February 23, 2023. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP (an "OP Unit"), are convertible into OP Units, which 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. The reported transaction was a vesting of 193,535 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

3. These LTIP Units were originally granted without cash consideration to the reporting person on January 17, 2022 in the form of performance-based restricted stock units ("PSUs") of the Issuer. On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units.

4. The reported transaction was a vesting of 276,735 LTIP Units on February 13, 2026, which were automatically converted into the same number of OP Units. No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.

5. 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 awards of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan") that were deemed vested upon the vesting of the LTIP Units described above. The awards of Other Stock Units provide 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.

	By: Matthew G. McQueen, Attorney-in-Fact For: Shankh Mitra	02/18/2026
	** 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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