Welltower (NYSE: WELL) CLO logs LTIP vesting and 541-share gift

Rhea-AI Filing Summary

Welltower Inc.'s Chief Legal Officer Matthew Grant McQueen reported equity awards tied to operating partnership units and a small stock gift. On February 13, 2026, 36,556 and 37,523 LTIP Units in Welltower OP LLC vested and were automatically converted into the same number of OP Units, with no cash paid. He also received 74,079 Other Stock Units under the 2022 Long-Term Incentive Plan, deemed vested solely to reserve common shares that may be issued if OP Units are later exchanged. Separately, he made a bona fide gift of 541 shares of common stock, leaving 26,881 common shares held directly.

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^*

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)
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
Common Stock	02/13/2026		G		541	D	$0	26,881	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	(1)	02/13/2026		A	V	36,556		(1)	(1)	Common	36,556(2)	(2)	36,556	D
LTIP Units	(3)	02/13/2026		A	V	37,523		(3)	(3)	Common	37,523(4)	(4)	37,523	D
Other Stock Units	(5)	02/13/2026		A	V	74,079		(5)	(5)	Common	74,079(5)	(5)	74,079	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 36,556 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 37,523 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 McQueen	02/18/2026
	** 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 insider transactions did WELL's Matthew Grant McQueen report on February 13, 2026?

Matthew Grant McQueen reported vesting and conversion of LTIP Units into OP Units and a small stock gift. Two LTIP tranches of 36,556 and 37,523 units vested, plus 74,079 Other Stock Units were deemed vested, and 541 common shares were gifted.

What are the LTIP Units reported in WELL's latest Form 4 for Matthew McQueen?

The LTIP Units are membership interests in Welltower OP LLC designed as profits interests. On February 13, 2026, 36,556 and 37,523 LTIP Units vested and automatically converted into the same number of OP Units, with no cash consideration payable on vesting or conversion.

How do the Other Stock Units work in Matthew McQueen's WELL equity awards?

The 74,079 Other Stock Units were granted under Welltower’s 2022 Long-Term Incentive Plan to reserve common shares. They allow McQueen to acquire common shares only by exchanging OP Units; any remaining units after all OP Units are exchanged are canceled for no consideration.

Did WELL’s Chief Legal Officer buy or sell common stock in this Form 4?

The filing shows no open-market purchases or sales of common stock. Instead, it reports equity award vesting, OP Unit conversions, and a bona fide gift of 541 common shares, after which McQueen directly owned 26,881 common shares of Welltower Inc.

What does the bona fide gift in Matthew McQueen’s WELL Form 4 represent?

The bona fide gift reflects a disposition of 541 shares of Welltower common stock at no consideration. After this gift, McQueen’s directly held common stock position was reported as 26,881 shares, while his primary activity involved vesting and conversion of equity incentive units.