Welltower (WELL) director awarded LTIP and stock units tied to OP units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Welltower Inc. director Patton Ade J. received equity-based awards linked to operating partnership units and common shares. He was granted 1,056 LTIP Units in Welltower OP LLC without cash consideration, scheduled to vest on February 26, 2027, subject to continued service. Once vested and after specified tax-related allocation conditions are met, these LTIP Units can convert into Class A Common Units in Welltower OP, which may then be exchanged for Welltower common shares or their cash value as determined by the company. In addition, he received 1,056 Other Stock Units under the Amended and Restated 2022 Long-Term Incentive Plan, solely to reserve common shares for any future exchanges of OP Units; these Other Stock Units can only be used through such exchanges and 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 Patton Ade 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.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 04:54 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
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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^*

Patton Ade J.

(Last)

(First)

(Middle)

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: Ade Patton	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 Patton Ade J. receive in this Form 4?

Patton Ade J. received 1,056 LTIP Units and 1,056 Other Stock Units. Both awards were granted without cash consideration and are tied to Welltower OP LLC units and potential future exchanges into Welltower common shares.

How do the LTIP Units granted to Welltower (WELL) director work?

The 1,056 LTIP Units are membership interests in Welltower OP LLC intended as profits interests. They vest on February 26, 2027 if service continues, can convert into OP Units, and then may be exchanged for Welltower common shares or equivalent cash value.

When do the LTIP Units for Welltower (WELL) director vest?

The LTIP Units are scheduled to vest on February 26, 2027, if the director continues serving through that date. Vesting is required before potential conversion into OP Units and any later exchange into Welltower common shares or cash.

What are the Other Stock Units reported for Welltower (WELL) director?

The 1,056 Other Stock Units were awarded solely to reserve common shares under the 2022 Long-Term Incentive Plan. They allow acquiring common shares only through exchanging OP Units; any leftover units after all OP Units are exchanged are canceled without payment.

Was any cash paid for the Welltower (WELL) LTIP and Other Stock Units awards?

No cash was paid for these awards. The LTIP Units were granted without cash consideration, and the Other Stock Units function as a reserve mechanism for possible future OP Unit exchanges into Welltower common shares, rather than a cash-funded purchase.

Can the Welltower (WELL) director directly exercise the Other Stock Units for shares?

The director cannot exercise Other Stock Units directly for shares in any manner. They provide the ability to acquire common shares only through exchanging OP Units; after all OP Units are exchanged, any remaining Other Stock Units are immediately canceled for no consideration.