How are the Other Stock Units under Welltower (WELL)’s 2022 Plan related to OP Units?

The Other Stock Units exist only to facilitate exchanges of OP Units into Welltower common shares. Bacon can acquire common shares under the 2022 Plan solely by exchanging OP Units; after all OP Units are exchanged, any remaining Other Stock Units are immediately canceled for no consideration.

Director at Welltower (NYSE: WELL) granted LTIP and Other Stock Units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Welltower Inc. director Kenneth J. Bacon received equity-based awards tied to the company’s operating partnership and common stock. On February 26, 2026, he was granted 1,056 LTIP Units in Welltower OP LLC without cash consideration. These LTIP Units are intended to qualify as profits interests and are scheduled to vest on February 26, 2027, subject to his continued service.

Once vested and after certain tax-related capital account conditions are met, the LTIP Units can convert into Class A Common Units of Welltower OP, which may then be exchanged for Welltower common shares or equivalent cash, at the issuer’s discretion. To reserve common shares for any such future exchanges, he was also granted 1,056 “Other Stock Units” under the Amended and Restated Welltower Inc. 2022 Long-Term Incentive Plan. These Other Stock Units can only be used to acquire common shares through exchanges of OP Units; any remaining units after all OP Units are exchanged will be canceled for no consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BACON KENNETH J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	1,056	$0.00	--
Grant/Award	Other Stock Unit	1,056	$0.00	--

Holdings After Transaction: LTIP Units — 1,056 shares (Direct); Other Stock Unit — 1,056 shares (Direct)

Footnotes (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. 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.

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Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 04:45 PM

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^*

BACON KENNETH J

(Last)

(First)

(Middle)

C/O WELLTOWER INC.

4500 DORR STREET

(Street)

TOLEDO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽¹⁾	02/26/2026		A		1,056		⁽¹⁾	⁽¹⁾	Common	1,056	⁽¹⁾	1,056	D
Other Stock Unit	⁽²⁾	02/26/2026		A		1,056		⁽²⁾	⁽²⁾	Common	1,056	⁽²⁾	1,056	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: Kenneth Bacon	02/27/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Welltower (WELL) director Kenneth J. Bacon receive in this Form 4 filing?

Kenneth J. Bacon received two equity-based awards: 1,056 LTIP Units in Welltower OP LLC and 1,056 Other Stock Units. Both were granted on February 26, 2026 without cash consideration, aligning his compensation with future performance and potential value of Welltower’s common shares.

How do the LTIP Units granted to Kenneth J. Bacon at Welltower (WELL) work?

The 1,056 LTIP Units are membership interests in Welltower OP LLC intended to qualify as profits interests. They vest on February 26, 2027, if he continues service, and, after meeting tax-related capital allocation conditions, may convert into OP Units that can be exchanged for Welltower common shares or cash.

What are the Other Stock Units reported for Kenneth J. Bacon in Welltower (WELL)’s Form 4?

The 1,056 Other Stock Units were granted solely to reserve common shares for potential future exchanges of OP Units. They allow Bacon to acquire Welltower common shares only through exchanging OP Units; any leftover Other Stock Units after all OP Units are exchanged are canceled with no consideration.

When do Kenneth J. Bacon’s LTIP Units at Welltower (WELL) vest?

The LTIP Units are scheduled to vest on February 26, 2027, provided Bacon continues his service through that date. Vesting is required before any potential conversion into Class A Common Units of Welltower OP, which may later be exchanged for Welltower common shares or equivalent cash value.

Does Kenneth J. Bacon pay cash for the LTIP Units and Other Stock Units at Welltower (WELL)?

No, both the LTIP Units and the Other Stock Units were granted without cash consideration. Their value depends on vesting, satisfaction of specified tax-related allocation conditions, and any future exchanges of OP Units into Welltower common shares or their equivalent cash value, as determined by the issuer.