[Form 4] Welltower Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bank of Montreal is offering US$435,000 of Senior Medium-Term Digital Return Notes, Series K, linked to FedEx Corporation (FDX) common stock. The three-year notes (Pricing Date : 30 Jun 2025; Maturity : 03 Jul 2028) pay a single 26.00% digital return if FDX’s closing price on the Valuation Date is at least equal to the Initial Level of $227.31. Should the Final Level fall below the Initial Level, investors receive only principal, resulting in a 0% return. There is no participation above 26% and the notes bear no periodic interest.

Key economic terms include: Digital Barrier = 100% of Initial Level; minimum denomination = $1,000; CUSIP 06376EHA3. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are subject to issuer credit risk. They will not be listed, and any liquidity will rely on BMO Capital Markets Corp. acting as a market-maker. Issue price equals 100%, with a 0.75% selling commission; the estimated initial value is $986.68 per $1,000, reflecting embedded dealer compensation and hedging costs.

The filing highlights material risks: upside capped at 26%, potential under-performance versus conventional bonds, lack of dividends, secondary-market uncertainty, conflicts of interest in the calculation agent role, and complex U.S. tax treatment as contingent payment debt instruments. The product may appeal to investors seeking principal preservation plus a defined payoff contingent on non-negative FDX performance, but it sacrifices income and exposes holders to both FedEx share volatility and Bank of Montreal’s credit profile.

Positive

• Principal protection – investors receive at least their $1,000 face amount at maturity even if FDX declines substantially.
• Attractive fixed upside – 26% digital return achievable with merely flat performance in FDX, offering equity-like gain without downside loss of principal.
• Low commission – 0.75% selling concession is modest for a retail structured note.

Negative

• Upside capped – gains above 26% are forfeited, underperforming direct equity ownership if FDX rallies strongly.
• No periodic income – holders forego coupons for three years, creating opportunity cost versus traditional bonds.
• Issuer credit risk – repayment depends entirely on Bank of Montreal’s solvency; note is unsecured and uninsured.
• Limited liquidity – unlisted security; any secondary trading depends on BMOCM’s discretionary market-making.
• Complex tax treatment – contingent payment debt instrument rules impose annual taxable income without cash receipts.

Insights

Structured-Products Analyst

TL;DR: Capital-protected note offers 26% digital payout if FDX is flat or higher, but carries BMO credit risk, no income, and limited upside.

The structure provides full principal protection at maturity and a fixed 26% gain provided FedEx shares do not decline over three years. Because the barrier equals the Initial Level, investors merely need FDX to stay flat to capture the bonus, making probability of success higher than typical digital structures that require appreciation. However, the opportunity cost is significant: holders earn 0% if FDX falls even modestly, while conventional BMO debt would pay coupons. Secondary-market value will be opaque and likely discounted due to hedging and liquidity costs. Credit-spread widening for BMO or negative FedEx volatility can pressure interim pricing. For tax-sensitive U.S. buyers, annual phantom income under CPDI rules further reduces after-tax attractiveness. Overall impact on BMO is immaterial; for investors the note is a niche, yield-replacement alternative best suited to accounts comfortable with embedded credit and liquidity risks.

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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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^*

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)
06/30/2025

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	06/30/2025		P		10,000	A	$151.46(1)	10,000	I	ELLEN-MARIA GORRISSEN TRUST I U/A DATED JUNE 3, 1993(2)
Common Stock	06/30/2025		P		10,000	A	$151.46(1)	20,000	I	ELLEN-MARIA GORRISSEN TRUST II U/A DATED JUNE 3, 1993(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. This transaction was executed in multiple trades at prices ranging from $151.23 to $151.77. The price reported above reflects the weighted average purchase price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The reporting person is the Chairman and Chief Executive Officer of Bleichroeder LP, which serves as registered investment adviser to the trust, and is a beneficiary of the trust. The reporting person, on his own behalf and on behalf of Bleichroeder LP, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that either the reporting person or Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

3. The reporting person is the Chairman and Chief Executive Officer of Bleichroeder LP, which serves as registered investment adviser to the trust. The reporting person, on his own behalf and on behalf of Bleichroeder LP, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that either the reporting person or Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

	By: Matthew McQueen, Attorney-in-Fact For: Andrew Gundlach	07/02/2025
	** 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).
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.

FAQ

What return will I earn on the Bank of Montreal Digital Return Notes if FDX is flat or rises?

If FedEx’s Final Level is ≥ its Initial Level of $227.31, you receive $1,260 per $1,000 note, a 26% fixed gain.

Do the notes protect my principal if FedEx stock falls below the Initial Level?

Yes. Even with any decline in FDX, you receive the $1,000 principal at maturity, but no additional return.

Are the Digital Return Notes linked to FedEx listed on an exchange?

No. The notes will not be listed; liquidity relies on BMO Capital Markets Corp. buying in the secondary market.

What is the estimated initial value compared with the $1,000 issue price?

Bank of Montreal estimates the initial value at $986.68 per $1,000, reflecting dealer compensation and hedging costs.

How are the notes taxed for U.S. investors?

They are expected to be treated as contingent payment debt instruments, requiring annual ordinary income inclusion even though no cash is paid until maturity.

What credit considerations apply to this investment?

Payments depend on Bank of Montreal’s creditworthiness; a downgrade or default could impair returns regardless of FedEx stock performance.